~~2018 Proxy Statement~~2021 PROXY STATEMENT

Item 1 Election of Directors (continued)

				~~E. Stanley O’Neal~~Jody G. Miller
				Director since: ~~2008~~2020 Age: 6663 Committees: ~~Audit Committee; Finance~~Governance and Nominating Committee Other Current Public Directorships: LKQ Corporation

Career Highlights and Qualifications: Ms. Miller has served as Co-Founder, Co-Chief Executive Officer and Chairwoman of Business Talent Group (BTG), a global marketplace for top independent professionals doing project-based work, since she founded the organization in 2007. Prior to founding BTG, Ms. Miller served as a Venture Partner with venture capital firm Maveron from 2000 to 2007. From 1995 to 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 to 1995 and as a White House Fellow at the Department of Treasury from 1990 to 1992. Ms. Miller began her career at Cravath, Swaine & Moore.

Other Current Affiliations: Ms. Miller serves on the advisory board of the Drucker Institute, on the board of Peer Health Exchange, Inc., and is the co-founder and board member of Power to Decide.

Previous Directorships: Ms. Miller served on the boards of Capella Education Company from 2000 to 2018; TRW Inc. from 2005 to 2015; and Imbellus, Inc. from 2018 until its sale in 2020.

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.

				Tolga I. Oal
				Director since:~~Platform Specialty Products Corporation~~ 2020 Age: 49

Career Highlights and Qualifications: Mr. ~~O’Neal served as Chairman of~~Oal is the ~~Board and Chief~~Co-Chief Executive Officer of ~~Merrill Lynch & Co., Inc. until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman~~Howmet Aerospace. From May 2019 to April 2020, Mr. Oal served as President of the ~~Board~~Company's Engineered Structures business, a global leader in ~~2003.~~highly engineered titanium and aluminum components for the aerospace and defense markets. Mr. ~~O’Neal was employed with Merrill Lynch for 21 years, serving~~Oal previously held leadership roles as President Driveline, President Americas and ~~Chief Operating Officer~~Senior Vice President Purchasing for American Axle & Manufacturing in Detroit, Michigan from ~~July 2001~~September 2015 to ~~December 2002; President of U.S. Private Client from February 2000~~April 2019. From June 2008 to ~~July 2001; Chief Financial Officer from 1998 to 2000; and Executive~~September 2015, Mr. Oal held several leadership positions at TRW Automotive, including Vice President and ~~Co-head~~General Manager of the Global ~~Markets and Investment Banking from 1997 to 1998.~~

~~Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility.~~

~~Other Current Affiliations:~~ ~~In addition~~Electronics Business Unit. Prior to his ~~public company board memberships,~~experience at TRW Automotive, Mr. ~~O’Neal serves on the board of the Memorial Sloan-Kettering Cancer Center, and is a member of the Council on Foreign Relations, the Center for Strategic and International Studies~~Oal spent several years at Siemens VDO Automotive in Europe and the ~~Economic Club of New York.~~

~~Previous Directorships:~~ Mr. O’Neal was a director of General Motors Corporation from 2001 to 2006, Chairman of the Board of Merrill Lynch & Co., Inc. from 2003 to 2007, and a director of American Beacon Advisors, Inc. (investment advisor registered with the Securities and Exchange Commission) from 2009 to September 2012.United States.

Attributes and Skills: Mr. ~~O’Neal’s extensive~~Oal brings more than 20 years of global experience in ~~investment banking provides~~manufacturing, engineering, sales, finance and product strategy. He is a ~~valuable perspective~~talented leader and his experience is invaluable to Howmet Aerospace Inc. in the Board. He also brings to the Audit Committee a strong financial background in an industrial setting, having served in various financial and leadership positions at General Motors Corporation, a leading automotive company in onepursuit of ~~Arconic’s most important and expanding market segments. Mr. O’Neal’s leadership, executive experience and financial expertise provide the Board with valuable insight.~~its strategic plans.

~~Mr. O’Neal qualifies as an audit committee financial expert.~~

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2021 PROXY STATEMENT

Item 1 Election of Directors (continued)

				Nicole W. Piasecki
				Director since: 2020 Age: 58 Committees: Compensation and Benefits Committee; Cybersecurity Advisory Subcommittee Other Current Public Directorships: Weyerhaeuser Co.

Career Highlights and Qualifications: Ms. Piasecki is the former Vice President and General Manager of the Propulsion Systems Division of The Boeing Company's ("Boeing") Commercial Airplanes business unit, a position she held from March 2013 to September 2017. Ms. Piasecki held a number of senior executive roles over 25 years with Boeing, including Senior Vice President of Business Development and Strategic Integration of Boeing Commercial Airlines; President of Boeing Japan; Vice President of Business Strategy and Marketing for Boeing Commercial Airplanes; and Vice President of Sales, Leasing Companies for Boeing Commercial Airplanes.

Other Current Affiliations: Ms. Piasecki is the Chairman of the Seattle University Board of Trustees and Executive Chairman of VGA Aviation Inc. Ms. Piasecki is a member of the board of directors of BAE Systems PLC. She also serves as an advisor to Mitsubishi Heavy Industries in Tokyo.

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.

				John C. Plant
				~~Chairman~~Chair of the Board ~~Since:~~since: 2017 Director since: 2016 Age: 6467 ~~Committees:~~ ~~Compensation and Benefits Committee; Governance and Nominating Committee~~ Other Current Public Directorships: ~~Gates Industrial Corporation PLC;~~ Jabil Circuit Corporation; Masco Corporation

Career Highlights and Qualifications: Mr. Plant is the Co-Chief Executive Officer of Howmet Aerospace. He was the Company's Chief Executive Officer from February 2019 to April 2020. Mr. Plant served as the Chairman of the Board, President and Chief Executive Officer of TRW Automotive from 2011 to 2015 and as its President and Chief Executive Officer from 2003 to 2011. TRW Automotive was acquired by ZF Friedrichshafen AG in May 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 to 2003 and an Executive Vice President of TRW from the ~~company’s~~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 through 1997.

Other Current Affiliations: In addition to his public company board memberships, Mr. Plant is a Fellow of the Institute of Chartered Accountants.

Previous Directorships: Mr. Plant was the chairman of the board ~~for~~of TRW Automotive from 2011 until May 2015, when it was acquired by ZF Friedrichshafen AG. He was also a director of Gates Industrial Corporation PLC from September 2017 until July 2019.

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 ~~Arconic~~Howmet Aerospace can benefit. His leadership and succession of key executive roles ~~will~~ provide strategic and operational perspectives to the deliberations of the Board.

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~~2018 Proxy Statement~~2021 PROXY STATEMENT

Item 1 Election of Directors (continued)

				Ulrich R. Schmidt
				Director since: 2016 Age: 6871 Committees: Audit Committee (Chair); Finance Committee (Chair)

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 to 2005, and as Vice President, Finance and Business Development, Goodrich Aerospace, from 1994 to 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.

Previous Directorships: Mr. Schmidt served on the board of directors of Precision Castparts Corporation from 2007 until January 2016, when Precision Castparts was acquired by Berkshire Hathaway Inc. He was chairman of its Audit Committee since 2008.

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 ~~Arconic~~Howmet Aerospace with valuable insight and industry experience.

Mr. Schmidt qualifies as an audit committee financial expert.

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~~2018 Proxy Statement~~2021 PROXY STATEMENT

Item 1 Election of Directors (continued)

Nominating Board ~~Candidates –~~ Candidates—Procedures and Director Qualifications

Shareholder Recommendations for Director Nominees

Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: ~~Arconic~~Howmet Aerospace Inc., Governance and Nominating Committee, c/o Corporate ~~Secretary’s~~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. The written submission should comply with all requirements set forth in the ~~Company’s~~Company's Certificate of Incorporation and Bylaws. The committee will consider all candidates recommended by shareholders ~~who comply~~in compliance with the foregoing procedures and who satisfy the minimum qualifications for director nominees and Board member attributes.

Shareholder Nominations

The ~~Company’s~~Company's Certificate of Incorporation and Bylaws provide that any shareholder entitled to vote at an annual meeting of shareholders may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures. The shareholder must provide to ~~Arconic’s~~Howmet Aerospace's Corporate Secretary timely written notice of the ~~shareholder’s~~shareholder's intent to make such a nomination or nominations. In order to be timely, the shareholder must provide such written notice not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding ~~year’s~~year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain all of the information required in the ~~Company’s~~Company's Certificate of Incorporation and Bylaws.

Any such notice must be sent to our principal executive offices: ~~Arconic~~Howmet Aerospace Inc., Corporate ~~Secretary’s~~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. For the ~~2019~~2022 Annual Meeting, such notice must be delivered no earlier than January ~~16, 2019~~25, 2022 and no later than February 24, 2022.

Subject to the terms and conditions set forth in the Company's Bylaws, shareholder nominations for candidates for election at the 2022 Annual Meeting of Shareholders, which the shareholder wishes to include in the Company's proxy materials relating to the 2022 Annual Meeting, must be received by the Company at the above address no earlier than November 15, ~~2019.~~2021 and no later than December 15, 2021, together with all information required to be provided by the shareholder in accordance with the proxy access provision in the Bylaws.

Minimum Qualifications for Director Nominees and Board Member Attributes

The Governance and Nominating Committee has adopted Criteria for Identification, Evaluation and Selection of Directors:

Directors must have demonstrated the highest ethical behavior and must be committed to the ~~Company’s~~Company's values.

Directors must be committed to seeking and balancing the legitimate long-term interests of all of the ~~Company’s~~Company's shareholders, as well as its other stakeholders, including its customers, employees and the communities where the Company has an impact. Directors must not be beholden primarily to any special interest group or constituency.

It is the objective of the Board that all non-management directors be independent. In addition, no director should have, or appear to have, a conflict of interest that would impair that ~~director’s~~director's ability to make decisions consistently in a fair and balanced manner.

Directors must be independent in thought and judgment. They must each have the ability to speak out on difficult subjects; to ask tough questions and demand accurate, honest answers; to constructively challenge management; and at the same time, act as an effective member of the team, engendering by his or her attitude an atmosphere of collegiality and trust.

Each director must have demonstrated excellence in his or her area and must be able to deal effectively with crises and to provide advice and counsel to the ~~Chief~~Co-Chief Executive ~~Officer~~Officers and his or her peers.

Directors should have proven business acumen, serving or having served as a chief executive officer, or other senior leadership role, in a significant, complex organization; or serving or having served in a significant policy-making or leadership position in a well-respected, nationally or internationally recognized educational institution, not-for-profit organization or governmental entity; or having achieved a widely recognized position of leadership in the ~~director’s~~director's field of endeavor which adds substantial value to the oversight of material issues related to the ~~Company’s~~Company's business.

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~~2018 Proxy Statement~~2021 PROXY STATEMENT

Item 1 Election of Directors (continued)

Directors must be committed to understanding the Company and its industry; to regularly preparing for, attending and actively participating in meetings of the Board and its committees; and to ensuring that existing and future individual commitments will not materially interfere with the ~~director’s~~director's obligations to the Company. The number of other board memberships, in light of the demands of a director ~~nominee’s~~nominee's principal occupation, should be considered, as well as travel demands for meeting attendance.

Directors must understand the legal responsibilities of board service and fiduciary obligations. All members of the Board should be financially literate and have a sound understanding of business strategy, business environment, corporate governance and board operations. At least one member of the Board must satisfy the requirements of an ~~“audit~~"audit committee financial expert.”"

Directors must be self-confident and willing and able to assume leadership and collaborative roles as needed. They need to demonstrate maturity, valuing Board and team performance over individual performance and respect for others and their views.

10.

New director nominees should be able and committed to serve as a member of the Board for an extended period of time.

11.

~~While the diversity, the~~A diverse board encompassing a variety of skills, experiences and viewpoints ~~represented on~~contribute to the ~~Board should always be considered,~~collective strength and effectiveness of the Board. When evaluating the diversity of potential director nominees, the Governance and Nominating Committee will consider a ~~director nominee should not be chosen nor excluded solely or largely because~~broad range of diversity, including diversity with respect to professional experience, skills and background, as well as diversity of gender, race, ~~color, gender, national origin or~~ethnicity, sexual orientation orand identity. In selecting a director nominee, the committee will focus on ~~any special skills, expertise or background~~characteristics that would complement the existing Board, recognizing that the ~~Company’s~~Company's businesses and operations are diverse and global in nature.

12.

Directors should have reputations, both personal and professional, consistent with the ~~Company’s~~Company's image and reputation.

Process of Evaluation of Director Candidates

The Governance and Nominating Committee makes a preliminary review of a prospective ~~candidate’s~~director candidate's background, career experience and qualifications based on available information or information provided by an independent search firm, which identifies or provides an assessment of a candidate, or by a shareholder nominating or suggesting a candidate. If a consensus is reached by the committee that a particular candidate would likely contribute positively to the ~~Board’s~~Board's mix of skills, experiences and ~~experiences,~~diversity, and a Board vacancy exists or is likely to occur, the candidate is contacted to confirm his or her interest and willingness to serve. The committee conducts interviews and may invite other Board members or senior ~~Arconic~~Howmet Aerospace executives to interview the candidate to assess the ~~candidate’s~~candidate's overall qualifications. The committee considers the candidate against the criteria it has adopted in the context of the ~~Board’s~~Board's then current composition and the needs of the Board and its committees.

At the conclusion of this process, the committee reports the results of its review to the full Board. The report includes a recommendation as to whether the candidate should be nominated for election to the Board. This procedure is the same for all candidates, including director candidates identified by shareholders.

The Governance and Nominating Committee retains from time to time the services of a search firm that specializes in identifying and evaluating director candidates. Services provided by the search firm include identifying potential director candidates meeting criteria established by the committee, verifying information about the prospective ~~candidate’s~~candidate's credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.

Five of the Board’s incumbent director nominees recommended by the Governance and Nominating Committee for the 2018 Annual Meeting have not previously been elected by shareholders—namely, Messrs. Plant, Gupta, Albaugh, Miller, and Blankenship. Mr. Plant was appointed by the Board of Directors, effective February 5, 2016, in connection with an agreement that the Company entered into on February 1, 2016 with Elliott. Mr. Gupta was appointed to the Board of Directors, effective November 1, 2016, concurrently with the separation of Alcoa Corporation from the Company. Mr. Albaugh was appointed to the Board of Directors, effective May 25, 2017, to fill a vacancy. Mr. Miller was appointed by the Board of Directors, effective December 19, 2017, in connection with a letter agreement that the Company entered into on December 19, 2017 with affiliates of Elliott Management Corporation and to fill a vacancy. Mr. Blankenship was appointed by the Board of Directors, effective January 15, 2018, in connection with his appointment as the Chief Executive Officer of the Company. In addition, Ms. Alving is a director nominee who has not been previously elected by shareholders.

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~~2018~~2021 Proxy Statement

Director Compensation

Our non-employee director compensation program is designed to attract and retain outstanding director candidates who have the requisite experience and background as set forth in our Corporate Governance Guidelines, and to recognize the substantial time and effort necessary to exercise oversight of a complex global organization like ~~Arconic~~Howmet Aerospace and fulfill the other responsibilities required of our directors. ~~Mr. Blankenship,~~Messrs. Oal and Plant, our ~~sole~~ employee ~~director, does~~directors, do not receive additional compensation for ~~his~~their Board service.

The Governance and Nominating Committee reviews director compensation periodically and recommends changes to the Board when it deems appropriate. On April 1, 2020, Arconic Inc. completed the separation of its business into Howmet Aerospace Inc. (the new name for Arconic Inc.) and Arconic Corporation. In ~~2017,~~late 2019, in connection with the then pending Separation, the committee engaged an independent compensation consultant, Pearl Meyer & Partners, LLC ("Pearl Meyer") to conduct an independent review of ~~our~~the Company's director compensation ~~program. Pearl Meyer & Partners assessed~~program and assess the structure of our director compensation program compared to competitive market practices in Howmet Aerospace's industries and in relation to the Company's projected revenue, as well as a review of ~~similarly situated companies. In addition, Pay Governance LLC, an independent~~benchmark companies in our CEO compensation ~~consultant, provided advice regarding Board Chairman compensation.~~peer group. Based on the ~~market information and recommendations by~~advice of Pearl Meyer, ~~& Partners and Pay Governance,~~ and taking into account various factors, ~~including the responsibilities and time commitment of the directors,~~ the Governance and Nominating Committee recommended, and the Board in turn ~~reviewed~~adopted, the compensation program for non-employee directors ~~and adopted certain changes to~~that went into effect upon the ~~program. The Company’s non-employee director compensation is summarized in the table below under “Director Fees.”~~Separation on April 1, 2020.

Information regarding the retention of Pearl Meyer ~~& Partners and Pay Governance~~ can be found under “"Corporate Governance—Compensation ~~Consultants”~~Consultants" on page 31.33.

Director Fees

The following table describes the components of compensation for non-employee ~~directors~~directors:

Compensation Element	January 1, 2020 −March 31, 2020	April 1, 2020 −Present1
Annual Cash Retainer	$120,000	$120,000
Annual Equity Award (Deferred Restricted Share Units Granted Following Each Annual Meeting of Shareholders)	$150,000	$150,000
Other Annual Fees2:
• Lead Director Fee	$40,000	$30,0003
• Audit Committee Chair Fee (includes Audit Committee Member Fee)	$27,500	$20,0003
• Audit Committee Member Fee	$11,000	N/A
• Compensation and Benefits Committee Chair Fee	$20,000	$15,0003
• Other Committee Chair Fee	$16,500	$15,0003
Per Meeting Fee for Meetings in Excess of Regularly Scheduled Meetings	$1,5004	$1,2005

Effective upon the ~~effective dates of certain changes to the compensation program:~~Separation on April 1, 2020.

Compensation Element 2017 2018 Effective Date of Change
Annual Cash Retainer $120,000 $120,000 N/A
Annual Equity Award (Restricted Share Units Granted Following Each Annual Meeting of Shareholders) $120,000 $150,000 Upon annual grant in May 2018
Other Annual Fees1:

•
Board Chair Fee

Increased from $200,000 to $300,000 in October 2017 $300,000 October 23, 2017

•
Lead Director Fee2

$25,000 N/A N/A

•
Audit Committee Chair Fee (includes Audit Committee Member Fee)

$27,500 $27,500 N/A

•
Audit Committee Member Fee

$11,000 $11,000 N/A

•
Compensation and Benefits Committee Chair Fee

$20,000 $20,000 N/A

•
Other Committee Chair Fee

$16,500 $16,500 N/A
Per Meeting Fee for Meetings in Excess of Regularly Scheduled Meetings None
$1,5003
January 1, 2018

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~~2018 Proxy Statement~~

~~Director Compensation~~ ~~(continued)~~

Ownership Requirements and Annual Compensation
Limits 2017 2018 Effective Date of Change
Stock Ownership Requirement $750,000 $750,000 N/A
Timeline to Achieve Stock Ownership
None/6 years4
6 years December 5, 2017
Total Annual Director Compensation Limit
None/$750,0005
$750,000 December 5, 2017

All Other Annual Fees are paid in ~~cash, with the exception of the $300,000 Board Chair Fee, which comprises $170,000 in cash and $130,000 in deferred restricted share units.~~

In April 2017, the roles of Chairman and Chief Executive Officer were separated, and an independent director was appointed Chairman of the Board. As a result, the role of Lead Director ended in April 2017.cash.

~~Effective January 1, 2018,~~Each non-employee director may receive only one additional annual retainer fee in connection with service as the Chair of a committee (whether in the position of Lead Director, Audit Committee Chair, Compensation and Benefits Committee Chair or Other Committee Chair), regardless of how many committee Chair positions held by such director.

A fee of $1,500 ~~will be paid to a non-employee director~~ for each Board or committee meeting attended by ~~the~~a non-employee director in excess of the number of regular Board or committee meetings scheduled by the Board for the applicable calendar year.

~~Effective December 5, 2017,~~A fee of $1,200 for each Board or committee meeting attended by a non-employee ~~directors are required~~director in excess of five special Board or committee meetings during the applicable calendar year and applies only to ~~attain ownership~~any non-regularly scheduled meeting in excess of ~~at least $750,000 in the Company’s common stock within six years of initial appointment to the Board.~~a two-hour duration.

~~On December 5, 2017, the Board approved amendments to the Arconic Inc. Non-Employee~~

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2021 Proxy Statement

Director Compensation ~~Policy, to adopt an overall limit on total non-employee director compensation of $750,000 per calendar year.~~(continued)

Directors’ Alignment with Shareholders

Stock Ownership Guideline for Directors

In order to further align the interests of our directors with the long-term interests of our shareholders, non-employee directors are required to own, until retirement from the Board, at least $750,000 in ~~Arconic~~Howmet Aerospace common stock. Compliance with the ownership value requirement is measured annually and if the stock price declines in value, directors must continue to invest in ~~Arconic~~Howmet Aerospace stock until the stock ownership guideline is reached. ~~Effective as of December 5, 2017, each~~Each director is required to reach the stock ownership guideline within six years of his or her initial appointment as a non-employee director.

Under the director compensation program in effect prior to November 1, 2016, directors who were not in compliance with the ownership value requirement were required to invest at least 50% of their director compensation in the ~~fees they received as directors in Arconic~~Company's stock until the stock ownership guideline was reached, either by deferring fees into deferred share units under the ~~Company’s~~Company's deferred fee plan for directors or purchasing shares on the open market. Deferred share units provide directors with the same economic interest as if they own ~~Arconic~~Howmet Aerospace common stock. Specifically, the deferred share units track the performance of our common stock and accrue dividend equivalents that are equal in value to dividends paid on our common stock. Upon a ~~director’s~~director's retirement from the Board, the deferred share units are settled in cash at a value equivalent to the then-prevailing market value of our common stock.

Beginning November 1, 2016, directors receive a portion of their annual compensation in ~~Arconic~~Howmet Aerospace deferred restricted share units (RSUs), which count towards meeting the stock ownership value requirement. The annual deferred ~~restricted share unit~~RSU award vests 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~~director's termination of service for any other reason). Settlement of the annual deferred ~~restricted share units~~RSUs is deferred pursuant to the Amended and Restated Deferred Fee Plan for Directors. Also, beginning November 1, 2016, directors may elect to defer the cash portion of their annual compensation into additional ~~Arconic~~Howmet Aerospace deferred ~~restricted share units~~RSUs (but not into deferred share units), as described ~~under~~in the “Director Deferral Program” section. ~~on page~~ 22. Each ~~Arconic~~Howmet Aerospace deferred ~~restricted share unit~~RSU is an undertaking by the Company to issue to the recipient one share of ~~Arconic~~Howmet Aerospace common stock upon settlement.

Accordingly, whether a director holds shares of ~~Arconic~~Howmet Aerospace common stock, deferred share units or deferred ~~restricted share units,~~RSUs, directors have the same economic interest in the performance of the Company, which further aligns ~~directors’~~directors' interests with those of our shareholders.

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2021 Proxy Statement

Director Compensation (continued)

The following table shows the aggregate value of each ~~non-employee director’s~~current director's holdings in ~~Arconic~~Howmet Aerospace common stock, deferred ~~restricted~~ share units, and deferred ~~share units~~RSUs, as of ~~March 15, 2018,~~April 9, 2021, based on the closing price of our common stock on the New York Stock Exchange on that date.

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~~2018 Proxy Statement~~

~~Director Compensation~~ ~~(continued)~~

Directors	Director Since	Value of Holdings in Howmet Aerospace Stock, Deferred Share Units and Deferred Restricted Share Units
James F. Albaugh	2017		$	1,413,028
Amy E. Alving	2018		$	1,360,751
Sharon R. Barner	April 2021		$	31,650
Joseph S. Cantie	2020		$	553,421
Robert F. Leduc	2020		$	404,100
David J. Miller	2017		$	1,215,877
Jody G. Miller	2020		$	370,194
Tolga I. Oal	2020		$	3,097,3891
Nicole W. Piasecki	2020		$	370,194
John C. Plant	2016		$	49,479,4012
Ulrich R. Schmidt	2016		$	1,520,321

Non-Employee Directors Director
Since Value of Holdings in Arconic
Stock, Deferred Share Units and
Deferred Restricted Share Units
James F. Albaugh 2017 $ 228,074
Christopher L. Ayers 2017 $ 340,766
Arthur D. Collins, Jr. 2010 $ 2,335,839
Elmer L. Doty 2017 $ 252,314
Rajiv L. Gupta 2016 $ 182,309
David P. Hess 2017 $ 4,268,834
Sean O. Mahoney 2016 $ 359,261
David J. Miller 2017 $ 45,765
E. Stanley O’Neal 2008 $ 1,422,936
John C. Plant 2016 $ 641,100
Patricia F. Russo 2008 $ 1,424,754
Ulrich R. Schmidt 2016 $ 345,687
Amount includes time-vested RSUs relating to 27,643 shares of Howmet common stock that are expected to vest within 60 days of April 9, 2021. Other unvested RSU and performance-based RSU (PRSU) awards are not included.

Unvested RSU and PRSU awards are not included.

Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging

Company policy prohibits members of the Board of Directors from pledging, holding in margin accounts, or engaging in short sales or hedging transactions with respect to any of their Company stock. The policy continues to align the interests of our directors with those of our shareholders.

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~~2018~~2021 Proxy Statement

Director Compensation (continued)

~~2017~~2020 Director Compensation

The following table sets forth the ~~total~~2020 compensation of each non-employee director who served on the Company’s non-employee directors for the year ended December 31, 2017.*Board in 2020.

Name1
(a)
Fees Earned or
Paid in Cash
($)(b)2

Stock
Awards
($)(c)3
All Other
Compensation
($)(g) Total
($)(h)
James F. Albaugh4 $ 78,247 $ 120,013 — $ 198,260
Amy E. Alving5 $ 52,470 — — $ 52,470
Christopher L. Ayers6 $ 72,258 $ 120,013 — $ 192,271
Arthur D. Collins, Jr.7 $ 140,000 $ 120,013 — $ 260,013
Elmer L. Doty8 $ 72,258 $ 120,013 — $ 192,271
Rajiv L. Gupta9 $ 120,000 $ 120,013 — $ 240,013
Sean O. Mahoney10 $ 146,125 $ 120,013 — $ 266,138
Patrice E. Merrin11 $ 68,387 $ 120,013 — $ 188,400
David J. Miller12 $ 4,194 $ 51,618 — $ 55,812
E. Stanley O’Neal13 $ 131,000 $ 120,013 — $ 251,013
John C. Plant14 $ 152,466 $ 249,993 — $ 402,459
L. Rafael Reif15 $ 48,065 — — $ 48,065
Julie G. Richardson16 $ 131,000 $ 120,013 — $ 251,013
Patricia F. Russo17 $ 251,803 $ 120,013 — $ 371,816
Ulrich R. Schmidt18 $ 147,500 $ 120,013 — $ 267,513
Martin S. Sorrell19 $ 30,000 — — $ 30,000
Ratan N. Tata20 $ 40,645 — $ 6,097 $ 46,742

Name1 (a)	Fees Earned or Paid in Cash ($)(b)2			Stock Awards ($)(c)3			All Other Compensation ($)(g)		Total ($)(h)
James F. Albaugh		$	158,000		$	149,998		—		$	307,998
Amy E. Alving		$	141,750		$	149,998		—		$	291,748
Christopher L. Ayers4		$	40,250			—		—		$	40,250
Joseph S. Cantie5		$	90,000		$	167,669		—		$	257,669
Elmer L. Doty4		$	37,500			—		—		$	37,500
Rajiv L. Gupta6		$	73,625			—		—		$	73,625
Robert F. Leduc5		$	101,250		$	167,669		—		$	268,919
Sean O. Mahoney6		$	70,875			—		—		$	70,875
David J. Miller		$	129,000		$	149,998		—		$	278,998
Jody G. Miller5		$	90,000		$	167,669		—		$	257,669
E. Stanley O'Neal4		$	38,750			—		—		$	38,750
Nicole W. Piasecki5		$	90,000		$	167,669		—		$	257,669
Ulrich R. Schmidt		$	150,875		$	149,998		—		$	300,873

In ~~2017,~~2020, we did not issue any option awards to directors, and we do not have a non-equity incentive plan for directors. Accordingly, no such compensation is reported and we have omitted columns (d) and (e) from the table. In addition, the Company does not provide retirement benefits to non-employee directors. The last director to participate in the Company’s Fee Continuation Plan for Non-Employee Directors (which was frozen in 1995) retired from the Board effective May 1, 2015. Further, the Company does not pay above-market or preferential earnings on fees that are deferred. The Amended and Restated Deferred Fee Plan for Directors and a predecessor plan have the same investment options as the ~~Company’s~~Company's 401(k) tax-qualified savings plan for salaried employees. We therefore do not report changes in pension value or earnings on deferred fees and we have omitted column ~~(f)~~(f ) from the table.

~~Charles Blankenship is a~~John C. Plant, Executive Chairman and Co-Chief Executive Officer, and Tolga I. Oal, Co-Chief Executive Officer, are Company ~~employee~~employees and ~~receives~~receive no compensation for service as ~~a director; his~~directors. Their compensation is reflected in the ~~“2017 Summary~~"2020 Compensation ~~Table” on page~~ 56. David P. Hess joined the Board of Directors, effective March 10, 2017, and served as Interim Chief Executive Officer of the Company from April 13, 2017 until January 15, 2018. Mr. Hess received no compensation for service as a director while serving as Interim Chief Executive Officer; his compensation for service as a non-employee director and as Interim Chief Executive Officer is reflected in the “2017 Summary Compensation Table.”"

Fees Earned or Paid in Cash (Column (b)). This column reflects the cash fees earned by directors for Board and committee ~~service~~services in ~~2017,~~2020, whether or not such fees were ~~deferred.~~deferred (see "Director Deferral Program" below).

Stock Awards (Column (c)). The amounts in this column ~~represent~~represents the aggregate grant date fair value of deferred restricted share unit awards granted to each non-employee director under the 2013 Howmet Aerospace Stock Incentive Plan, as Amended and Restated (formerly known as the 2013 Arconic Stock Incentive Plan, as ~~amended~~Amended and ~~restated,~~Restated), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Except as described below, the deferred restricted share unit award constitutes the equity portion of each ~~director’s~~director's compensation for service from the ~~Company’s~~Company's annual meeting of shareholders in ~~2017~~2020 until the ~~Company’s~~Company's annual meeting of shareholders in ~~2018~~2021 and vests ~~over such period~~on the earlier of the first anniversary date of the grant date or the date of the Company's 2021 annual meeting (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting applies in the event of a ~~director’s~~director's termination of service for any other reason). The exact number of deferred restricted share units comprising an equity award is calculated by dividing the dollar value of the award (as specified in our Non-Employee Director Compensation Policy) by the closing price of our common stock on the day of grant, rounded to the nearest whole share.

•

Messrs. Cantie and Leduc and Mmes. J. Miller and Piasecki joined the Board of Directors on April 1, 2020. For their service from April 1, 2020 to the Company's 2020 annual meeting (on June 15, 2020), they each received a pro-rated equity award of 1,351 deferred RSUs on April 8, 2020. The grant date fair value of ~~each~~the deferred ~~restricted~~RSUs was $17,671, based on the closing price per share ~~unit granted to Mr. Hess~~of our common stock on ~~March 10, 2017 was $26.83. The~~the date of grant ~~date fair value of each~~($13.08). These deferred ~~restricted share unit granted to~~ RSUs vested on June 15, 2020.

•

Messrs. Albaugh, ~~Ayers, Doty, Gupta, Mahoney, O’Neal, Plant~~Cantie, Leduc, D. Miller and Schmidt and Mmes. ~~Merrin, Richardson~~Alving, J. Miller and ~~Russo~~Piasecki were each granted an annual equity award on ~~May 30, 2017 was $27.22. The~~June 17, 2020 for service from the Company's 2020 annual meeting to the Company's 2021 annual meeting. Each director received 10,135 deferred RSUs, with a grant ~~date~~value fair value of ~~each deferred restricted~~$149,998, based on the closing price per share ~~unit granted to Mr. Plant~~of our common stock on ~~October 23, 2017 was $24.35. The~~the date of grant ~~date fair value of each deferred restricted share unit granted to Mr. Miller on December 27, 2017 was $27.34. As of December 31, 2017, the~~($14.80).

•

The aggregate number of unvested deferred restricted share units outstanding for each ~~non-employee director~~of Messrs. Albaugh, Cantie, Leduc, D. Miller and Schmidt and Mmes. Alving, J. Miller and Piasecki at December 31, 2020 was ~~as follows: Mr. Albaugh (4,409); Ms. Alving (0); Mr.~~10,135. The foregoing amounts do not include deferred restricted share units that have vested—see "Director Deferral Program" below.

Messrs. Ayers, ~~(4,409); Mr. Collins (4,409); Mr.~~ Doty ~~(4,409); Mr. Gupta (4,409); Mr. Mahoney (4,409); Ms. Merrin (4,409); Mr. Miller (1,888); Mr. O’Neal (4,409); Mr. Plant (9,747);~~and O'Neal resigned from the Board of Directors, effective March 31, 2020, in connection with the Separation to serve on the board of directors of Arconic Corporation.

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Director Compensation (continued)

~~Mr. Reif (0); Ms. Richardson (4,409); Ms. Russo (4,409); Mr. Schmidt (4,409); Mr. Sorrell (0);~~5

Messrs. Cantie and ~~Mr. Tata (0). The foregoing numbers do not include deferred restricted share units that have vested—see “—Director Deferral Program” on page~~ 22.

~~Mr. Albaugh~~Leduc and Mmes. J. Miller and Piasecki joined the Board of Directors, effective May 25, 2017. The amount listed in Column (b) represents (i) a cash retainer of $72,258 for service as a non-employee director from May 25 through December 31, 2017 and (ii) a cash retainer of $5,989 for service on the Audit Committee from May 25 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

~~Ms. Alving’s term on the Board ended on May 25, 2017. The amount listed in Column (b) represents (i) a cash retainer of $48,065 for service as a non-employee director from January~~April 1, ~~through May 25, 2017 and (ii) a cash retainer of $4,406 for service on the Audit Committee from January 1 through May 25, 2017.~~2020.

Mr. Ayers was elected to the Board of Directors effective May 25, 2017. The amount listed in Column (b) represents (i) a cash retainer of $72,258 for service as a non-employee director from May 25 through December 31, 2017Messrs. Gupta and (ii) a cash retainer of $5,989 for service on the Audit Committee from May 25 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of $20,000 for service as Chair of the Compensation and Benefits Committee during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

Mr. Doty was elected to the Board of Directors effective May 25, 2017. The amount listed in Column (b) represents a cash retainer of $72,258 for service as a non-employee director from May 25 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

The amount listed in Column (b) represents a cash retainer of $120,000 for service as a non-employee director during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2017, (ii) a cash retainer of $11,000 for service on the Audit Committee during 2017 and (iii) a cash retainer of $15,125 for service as Chair of the Finance Committee from February 23 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

~~Ms. Merrin was elected to the Board of Directors effective May 25, 2017, and resigned~~Mahoney retired from the Board of Directors, effective December 19, 2017. The amount listed in Column (b) represents a cash retainer of $68,387 for service as a non-employee director from May 25 to December 19, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017. Due to her resignation, and in accordance with the Director Compensation Policy in effect as of December 5, 2017, 1,884 of the 4,409 deferred stock awards reflected in Column (c) will be forfeited.

Mr. Miller joined the Board of Directors, effective December 19, 2017. The amount listed in Column (b) represents a cash retainer of $4,194 for service as a non-employee director from December 19 through December 31, 2017. The amount listed in Column (c) represents a prorated annual equity award of 1,888 deferred restricted share units granted on December 27, 2017.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of $32,466 for service as Chairman of the Board from October 23 through December 31, 2017. The amount listed in Column (c) represents (i) an annual equity award of 4,409 deferred restricted share units for service as a director granted on May 30, 2017, and (ii) an equity award of 5,338 deferred restricted share units for service as Chairman granted on October 23, 2017.

Mr. Reif’s term on the Board ended on May 25, 2017. The amount listed in Column (b) represents a cash retainer of $48,065 for service as a non-employee director from January 1 through May 25, 2017.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of $11,000 for service on the Audit Committee during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017. Ms. Richardson resigned from the Board of Directors, effective February 15, 2018. Due to her resignation, and in accordance with the Director Compensation Policy in effect as of December 5, 2017, 1,184 of the 4,409 deferred stock awards reflected in Column (c) will be forfeited.

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~~Director Compensation~~ ~~(continued)~~

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2017; (ii) a cash retainer of $16,500 for service as Chair of the Governance and Nominating Committee during 2017; (iii) a cash retainer of $2,521 for service as Chair of the Executive Committee from April 21 through June 15, 2017; (iv) a cash retainer of $7,083 for service as Lead Independent Director from January 1 through April 12, 2017; and (v) a cash retainer of $105,699 for service as Chairman of the Board from April 13 to October 23, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

The amount listed in Column (b) represents (i) a cash retainer of $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of $27,500 for service as Chair of the Audit Committee during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.

Mr. Sorrell resigned from the Board of Directors, effective March 10, 2017. The amount listed in Column (b) represents a cash retainer of $30,000 for service as a non-employee director from January 1 through March 10, 2017.

Mr. Tata resigned from the Board of Directors, effective May 2, 2017. The amount listed in Column (b) represents a cash retainer of $40,645 for service as a non-employee director from January 1 through May 2, 2017. The amount listed in Column (g) represents payment by the Company of $6,097 related to tax withholding from January 1 through May 2, 2017.2020.

Director Deferral Program

Prior to November 1, 2016, non-employee directors were able to defer all or part of their cash compensation pursuant to the ~~Company’s~~Company's 2005 Deferred Fee Plan for Directors (or a predecessor plan) and to invest any such deferred amounts into ~~Arconic~~ deferred share units of the Company or into the other investment options provided under the ~~Company’s~~Company's 401(k) tax-qualified savings plan.

Beginning November 1, 2016, the Board of Directors adopted the Amended and Restated Deferred Fee Plan for Directors pursuant to which non-employee directors may elect to defer all or part of the cash portion of their annual compensation and to invest such deferred amounts into fully-vested ~~Arconic~~Howmet Aerospace restricted share units or into the investment options provided under the ~~Company’s~~Company's 401(k) tax-qualified savings plan other than the ~~Arconic~~Howmet Aerospace Stock Fund (which represents ~~Arconic~~Howmet Aerospace deferred share units). The annual equity award granted to non-employee directors in the form of ~~Arconic~~Howmet Aerospace restricted share units is, by its terms, deferred under the Amended and Restated Deferred Fee Plan for Directors.

Deferred amounts are paid either in a lump sum or installments, as elected by the director, upon retirement from the Board of Directors.

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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 Membership and Participation~~

•

~~Directors who serve on our audit committee may serve on only two other public companies’ audit committees.~~

•

~~Directors who serve as chief executive officers of public companies should not serve on more than two outside public company boards in addition to the Arconic Board.~~

•

~~Other directors should not serve on more than four outside public company boards in addition to the Arconic Board.~~

•

~~Directors’ attendance at annual meetings is expected.~~

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. ~~We have sought additional~~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~~Howmet Aerospace's Board and include those nominees in ~~Arconic’s~~Howmet Aerospace's proxy statement in accordance with the ~~Company’s~~Company's Bylaws.

~~Shareholders’~~Shareholders' Right to Call Special Meetings

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

~~Shareholders’~~Shareholders' Action by Written Consent

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

~~Separate Chairman and Chief Executive Officer~~

The Board has separated the Chairman and Chief Executive Officer positions, with John Plant serving as the Chairman of the Board and Chip Blankenship serving as CEO. The Board has determined that this leadership structure best serves the interests of shareholders and the Company at this time.

Annual Election of Directors

The Board of Directors is not a classified board; each director ~~serves~~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. Howmet Aerospace'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~~Howmet Aerospace securities and derivative or speculative transactions in ~~Arconic~~Howmet Aerospace 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~~Howmet Aerospace securities; and

•

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

Commitment to ~~Sustainability~~Good Corporate Citizenship

The Company ~~is committed~~has a longstanding commitment to ~~operating sustainably in~~good corporate citizenship. The Board oversees and provides guidance to management on the ~~communities in which we do business.~~
Company's ESG programs, initiatives and objectives, including but not limited to corporate social responsibility, environmental sustainability, health and safety, and diversity and inclusion. The Board considers and discusses with management (a) current and emerging ESG trends and risks and their impact on the Company and its stakeholders, (b) major global political, legislative and regulatory developments or other public policy issues that may affect the business operations, performance or public image of the Company or are otherwise pertinent to the Company and its stakeholders, and (c) how the Company's policies and practices can address such trends, risks or issues. The Board also oversees the Company's charitable activities and contributions. The Company's Annual Environmental, Social and Governance Report can be found at www.howmet.com/esg-report/.

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Corporate Governance (continued)

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.

The Structure and Role of the Board of Directors

Board Leadership Structure

The ~~Company’s~~Company's current Board leadership structure comprises a ~~separate~~combined Chairman of the Board and ~~Chief~~Co-Chief Executive ~~Officer.~~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~~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 ~~separation of the roles~~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~~Co-Chief Executive Officer ~~best serves~~confers advantages, including those listed below.

•

By serving in both positions, the ~~interests~~Chairman and Co-Chief Executive Officer is able to draw on his detailed knowledge of ~~shareholders and~~ the Company ~~at this time because~~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 ~~allows our Chief~~is in the best interest of the Company and its shareholders for Mr. Plant to serve as Chairman and Co-Chief Executive Officer, ~~to focus on operating~~considering the strong role of our independent Lead Director and ~~managing the Company, while our Chairman can focus on the leadership~~other corporate governance practices providing independent oversight of ~~the Board.~~management as set forth below.

Our ~~Chairman~~independent
Lead Director has
substantial
responsibilities.

Our ~~Chairman:~~Lead Director:

•

~~Calls~~Serves as a liaison between the Chairman and ~~chairs~~the independent directors;

•

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

•

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

•

~~Chairs the annual shareholder meeting;~~Approves meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items;

•

Ensures personal availability for consultation and ~~direct~~ communication with ~~shareholders,~~independent directors and with the Chairman, as appropriate;

•

~~Oversees board governance, including approval~~Calls executive sessions of ~~meeting agendas~~the Board; and ~~meeting schedules to assure that all agenda items are adequately addressed;~~

•

~~Ensures personal availability for consultation and communication with independent directors;~~

•

Calls ~~special~~ meetings of the independent directors, as the ~~Chairman~~Lead Director may deem to be ~~appropriate; and~~

•

~~Provides guidance and communication to the Chief Executive Officer and other members of management, as~~ appropriate.

~~John C. Plant~~James F. Albaugh is our current ~~Chairman of the Board.~~Lead Director. Mr. ~~Plant’s~~Albaugh's strength in leading the Board is complemented by ~~his prior experience as the Chairman of the Board of TRW Automotive and~~ his depth of experience in Board matters ranging from his service on the ~~Company’s Compensation and Benefits~~Company's Audit Committee and Governance and Nominating Committee to his memberships on other company boards.

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2021 Proxy Statement

Corporate Governance (continued)

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

•

~~12 out~~Independence. 9 of our 1311 directors are independent as defined by the listing standards of the New York Stock Exchange ~~(“NYSE”~~("NYSE") and the ~~Company’s~~Company's Director Independence Standards.

•

~~The Board’s~~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—~~each~~ is composed solely of independent directors.

•

Executive Sessions.Our independent directors meet at every regular ~~meeting~~Board Meeting in executive session without management ~~or the Chief Executive Officer~~ present. These meetings are led by the ~~Chairman.~~independent Lead Director. Committee meeting also include an executive session at which Committee members meet without management in attendance.

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

The ~~Board’s~~Board's Role in Risk Oversight

The Board of Directors is actively engaged in overseeing and reviewing the ~~Company’s~~Company's strategic direction and objectives, taking into account, among other considerations, the ~~Company’s~~Company's risk profile and exposures. It is ~~management’s~~management's responsibility to manage risk and bring to the ~~Board’s~~Board's attention the most material risks to the Company. The Board has oversight

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~~2018 Proxy Statement~~

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

responsibility of the processes established to report and monitor material risks applicable to the Company. The Board annually reviews the ~~Company’s~~Company's enterprise risk management and receives regular updates on risk exposures.

While the Board and the committees of the Board oversee enterprise risk management, Company management is responsible for managing risk. The Company has robust internal processes and an effective internal control environment that facilitates the identification and management of risks and regular communication with the Board. These include an enterprise risk management committee, regular management disclosure committee meetings, Business Conduct Policies, a 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 significant risks identified and how they are being managed. Directors are free to communicate directly with senior management.

The Board as a whole has responsibility for risk oversight, including succession planning relating to the ~~Chief~~Co-Chief Executive ~~Officer (“CEO”~~Officers ("CEO") and risks relating to the competitive landscape, strategy, economic conditions, capital requirements, and operations of the Company. The Board also oversees and provides guidance to management on the Company's ESG programs, initiatives and objectives, as well as current and emerging ESG trends and risks, including but not limited to corporate social responsibility, environmental sustainability, health and safety, and diversity and inclusion.

The committees of the Board also oversee the ~~Company’s~~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 Committeeregularly 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 and the Board in ~~fulfilling its responsibility of~~ reviewing the ~~Company’s~~Company's enterprise risk relating to cybersecurity.

The Compensation and Benefits Committee considers risks related to the attraction and retention of talent, and the design of compensation programs and incentive arrangements. The Company has determined that it is not reasonably likely that risks arising from compensation and benefit plans would have a material adverse effect on the Company. See "“Conservative Compensation Risk ~~Profile”~~Profile" on page 47.52.

The Finance Committee reviews and provides advice to the Board regarding financial matters, including the ~~Company’s~~Company's capital structure, capital allocation, ~~financial exposures,~~ capital plan, financings, significant transactions such as ~~mergers~~acquisitions and ~~acquisitions,~~divestitures, and the investment performance and funding of the ~~Company’s~~Company's retirement plans, and the risks relating to such matters.

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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.

[MISSING IMAGE: tm219211d2_fc-riskoverpn.jpg]

Board Oversight of COVID-19

Throughout 2020, our Board of Directors and our Board committees maintained their regular schedule of meetings, quickly transitioning to virtual meetings as COVID-19 emerged. The Board's work to provide oversight, review, and counsel related to strategy, risks, and opportunities, provided a strong foundation for management and the Board to build upon in responding quickly and appropriately to COVID-19. The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the Board. Over the course of 2020, management, including the Executive Chairman and Co-Chief Executive Officer and the Chief Financial Officer, regularly updated the Board on the impact of COVID-19 on our business and the strategic, operational and financial risks associated with the pandemic. Discussions with the Board have included, among other topics, financial and operational matters, employee health and safety, plant and facility closures and implementation of Howmet Aerospace's safe operations protocols to reopen sites.

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Corporate Governance (continued)

Director Qualifications ~~Board Diversity and Board Tenure~~

Our directors have a broad range of experience that spans different industries, including the aerospace, ~~automotive~~transportation 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:

[MISSING IMAGE: tm219211d2_tbl-directorpn.jpg]

~~Director Attributes and Skills~~Board Diversity

•

~~Leadership Experience~~

•

~~International Experience~~

•

~~Finance and Capital Allocation Experience~~

•

~~Automotive Industry Experience~~

•

~~Aerospace Industry Experience~~

•

~~Risk Management Expertise~~

•

~~Manufacturing/Industrial Experience~~

•

~~Defense Industry Experience~~

•

~~Technology/Innovation Expertise~~

•

~~Corporate Governance Expertise~~

•

~~Engineering Experience~~

•

~~Information Technology Experience~~

Our policy on Board diversity relates to the selection of nominees for the ~~Board. Our policy provides that while diversity and~~Board, as outlined in our Corporate Governance Guidelines. A diverse board encompassing a variety of skills, experiences and viewpoints ~~represented on~~contribute to the ~~Board should always be considered,~~collective strength and effectiveness of the Board. When evaluating the diversity of potential director nominees, the Governance and Nominating Committee will consider a ~~director nominee should not be chosen nor excluded solely or largely because~~broad range of diversity, including diversity with respect to professional experience, skills and background, as well as diversity of gender, race ~~color, gender, national origin or~~and ethnicity, sexual orientation orand identity. In selecting a director nominee, the ~~Governance and Nominating Committee focuses~~committee will focus on ~~skills, expertise and background~~characteristics that would complement the existing Board, recognizing that the ~~Company’s~~Company's businesses and operations are diverse and global in nature.

~~The following chart shows the tenure of the directors on our Board following the 2018 Annual Meeting of Shareholders, assuming that all of the director nominees are elected to new~~

Director Tenure and Retirement Age Policy

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

	The following chart shows the tenure of the directors on our Board following the 2021 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.
	Our policy on Board retirement age, as outlined in our Corporate Governance Guidelines, is that no director should stand for election or re-election to the Board if the director has reached age 75 before the date of election or will reach age 75 during the term for the which the director is being considered for nomination, unless the Board determines that such director's continued service is in the Company's interest.

Board Meetings and Attendance

The Board met 2914 times in ~~2017.~~2020. The number of Board committee meetings can be found ~~below~~ in “—"Committees of the ~~Board.”~~Board". Attendance by incumbent directors at Board and committee meetings averaged ~~96%~~97.5%. 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 ~~2017 (or, in the case of Messrs. Albaugh, Ayers, Doty, Hess, and Miller, each of whom joined the Board in 2017, 75% or more of the aggregate of all such meetings after joining the Board).~~2020.

Under ~~Arconic’s~~Howmet Aerospace's Corporate Governance Guidelines, all directors are expected to attend the annual meeting of shareholders. ~~Eight out~~All twelve of the ~~eleven~~then members of the Board ~~at the time~~ attended the ~~Company’s 2017~~Company's 2020 annual meeting. In addition to Board meetings, directors visit ~~Arconic~~Howmet Aerospace 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~~management. Due to the emerging public health impact of the COVID-19 pandemic, members of the Board did not visit Company ~~facilities.~~facilities in 2020.

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Corporate Governance (continued)

Board, Committee and Director Evaluations

The Board of Directors ~~annually assesses~~believes that a robust and constructive Board, committee and director performance evaluation process is an essential component of board effectiveness. Each year, the ~~effectiveness of~~Board conducts a comprehensive evaluation process, overseen by 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,~~own performance, as well as ~~individual evaluations~~the performance of ~~those directors who are being considered for possible re-nomination to the Board.~~
each Committee and each director.

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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~~www.howmet.com under "“Investors—Corporate Governance—~~Committees.”~~ ~~In April 2017, after Klaus Kleinfeld stepped down as Chairman and CEO of the Company, the~~ Board ~~appointed a special CEO Search Committee, comprising six directors, to lead the search for the Company’s permanent Chief Executive Officer (CEO)~~Committees. ~~After a thoughtful and deliberative search, on October 23, 2017, the Board announced the appointment of Charles Blankenship as CEO, effective as of January 15, 2018.~~"

The table below sets forth the standing Board committees and subcommittee and the ~~current~~ members of ~~each.~~each as of April 1, 2021. 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”~~("SEC") regulations, NYSE listing standards and the ~~Company’s~~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

Audit

Cybersecurity
Advisory
Committee of the
Audit Committee

Compensation
and Benefits

Finance

Governance
and
Nominating

James F. Albaugh*

Chair

James F. Albaugh*

Christopher L. Ayers*

Amy E. Alving*

Chair

Charles “Chip” Blankenship

Sharon R. Barner*

Arthur D. Collins, Jr.*

Chair

Joseph S. Cantie*

Elmer L. Doty*

Robert F. Leduc*

Chair

Rajiv L. Gupta*

David J. Miller*

David P. Hess*

Jody G. Miller*

��

Sean O. Mahoney*

Chair

Tolga I. Oal

David J. Miller*

Nicole W. Piasecki*

E. Stanley O’Neal*

John C. Plant

John C. Plant*

Ulrich R. Schmidt*

Chair

Patricia F. Russo*

Chair

2020 Committee Meetings1

Ulrich R. Schmidt*

Chair

2017 Meetings

Independent Director

The Board as a whole held 14 meetings in 2020.

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Corporate Governance (continued)

		COMMITTEE			RESPONSIBILITIES
		Audit Committee			• 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~~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
		Each member of the Audit Committee is financially literate, and the Board of Directors has determined that each ~~member~~of Joseph S. Cantie and Ulrich R. Schmidt qualifies as an ~~“audit~~"audit committee financial ~~expert”~~expert" under applicable SEC rules.
		Cybersecurity Advisory Subcommittee			• Assists the Audit Committee and Board in regularly reviewing the state of the ~~Company’s~~Company's cybersecurity • Regularly brings cybersecurity developments or issues to the attention of the Board and/or the Audit Committee
		Compensation and Benefits Committee			• Establishes the ~~Chief~~Co-Chief Executive ~~Officer’s~~Officers' compensation for Board ratification, based upon an evaluation of performance in light of approved goals and objectives • Reviews and approves the compensation of the ~~Company’s~~Company's officers • Oversees the implementation and administration of the ~~Company’s~~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~~consultant's fees and other terms of engagement (see "“Corporate Governance—Compensation ~~Consultants”~~Consultants" regarding the ~~committee’s~~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~~Co-Chief Executive ~~Officer provides~~Officers provide recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than ~~himself.~~themselves. For more information on the responsibilities and activities of the committee, including its processes for determining executive compensation, see the "“Compensation Discussion and ~~Analysis”~~Analysis" section.
		Finance Committee			• Reviews and provides advice and counsel to the Board regarding the ~~Company’s:~~ Company's: • capital structure; • financing transactions; • capital expenditures and capital plan; • acquisitions and divestitures; • share repurchase and dividend programs; • policies relating to interest rate, commodity and currency hedging; and • ~~employee retirement plans.~~pension plan performance and funding.
		Governance and Nominating Committee			• 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 • ~~Review~~Reviews and ~~make~~makes recommendations to the Board ~~concerning~~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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Corporate Governance (continued)

Investor Engagement

The Board of Directors and the Company interact with Howmet Aerospace shareholders in a variety of ways. Our Investor Relations team regularly meets with investors, prospective investors, and investment analysts. These meetings often include participation by our Executive Chairman and Co-Chief Executive Officer, Director and Co-Chief Executive Officer and Chief Financial Officer, generally focused on company performance and strategy. In addition to the investor relations meetings, members of the Board of Directors and management also routinely engage with our shareholders. Throughout 2020, the independent Lead Director, Compensation and Benefits Committee Chair and other members of the Board of Directors engaged with investors to provide updates about the Board of Directors, and solicit comments and insights related to investor policies and views on executive compensation and corporate governance matters. For a further discussion regarding our shareholder engagement and shareholder feedback on compensation matters, see “Executive Compensation—Compensation Discussion and Analysis.” The regular dialogue with our investors 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. Importantly, this engagement process assists us in achieving our strategic objectives, creating long-term value, maintaining our culture of compliance, and contributing to our ESG activities.

Communications with Directors

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

Alternatively, you may place an anonymous, confidential, toll-free call in the United States to Howmet Aerospace's Integrity Line at 1-844-932-1021. For a listing of Integrity Line telephone numbers outside the United States, go to http://www.howmet.com under "About Us—Our Fundamentals—Ethics and Compliance—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.

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Corporate Governance (continued)

Director Independence

In 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.

[MISSING IMAGE: tm219211d2_pc-independpn.jpg]

The Board has affirmatively determined that all the directors are independent except Messrs. Oal and Plant, who are employed by the Company and therefore do 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. Oal's and Plant's employment.

Voting for Directors

~~Arconic’s~~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”~~"for" an incumbent ~~director’s~~director's election does not exceed fifty percent (50%) of the number of votes cast with respect to that ~~director’s~~director's election (with votes cast including votes against in each case and excluding abstentions and broker nonvotes with respect to that ~~director’s~~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 the resignation at its next regularly scheduled Board meeting. The ~~Board’s~~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.

~~Communications with Directors~~

The Board of Directors is committed to meaningful engagement with Arconic shareholders and welcomes input and suggestions. Shareholders and other interested parties wishing to contact the Chairman or the non-management directors as a group may do so by sending a written communication to the attention of the Chairman c/o Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. 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 Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. Alternatively, you may place an anonymous, confidential, toll free call in the United States to Arconic’s Integrity Line at 855-585-8256. For a listing of Integrity Line telephone numbers outside the United States, go to ~~http://www.arconic.com~~ ~~under~~ ~~“Who We Are—How We Work—Ethics and Compliance.”~~

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 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 Mr. Blankenship, who is employed by the Company and therefore does 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 Mr. Blankenship’s employment.

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~~2018 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~~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~~Company's Related Person Transaction Approval Policy operates in conjunction with other aspects of the ~~Company’s~~ Company's

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Corporate Governance (continued)

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~~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’~~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~~entity's total annual revenues, if a related ~~person’s~~person's interest arises only from:

(a)

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

(b)

such ~~person’s~~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~~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~~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~~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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~~2018 Proxy Statement~~

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

Transactions with Related Persons in ~~2017~~2020

Based on information provided by the directors, the executive officers, and the ~~Company’s~~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~~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.

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Corporate Governance (continued)

Compensation Consultants

~~During 2017,~~In 2020, the Compensation and Benefits Committee ~~continued its retention of~~directly retained Pay Governance LLC 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~~Governance's independence and found no conflict of interest. In its assessment, the committee took into account the following factors:

•

Pay Governance provides no other services to the Company;

•

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

•

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

•

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

•

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

On April 1, 2020, Arconic Inc. completed the Separation of its business into Howmet Aerospace Inc. (the new name for Arconic Inc.) and Arconic Corporation. In ~~addition, during 2017,~~late 2019, in connection with the then pending Separation, the Governance and Nominating Committee ~~continued to retain~~retained Pearl Meyer & Partners, LLC ("Pearl Meyer") to ~~provide consultation services regarding non-employee~~conduct an independent review of the Company's director ~~compensation.~~compensation program—see "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~~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~~Howmet Aerospace's Website

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

•

Certificate of Incorporation

•

Bylaws

•

Board Confidentiality Policy

•

Corporate Governance Guidelines

•

Director Independence Standards

•

Anti-Corruption Policy

•

Business Conduct Policies

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~~2018 Proxy Statement~~•

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

•

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

•

~~Political Contributions~~

•

Related Person Transaction Approval Policy

In addition, the following documents are available on our website at http://www.howmet.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~~Howmet Aerospace Inc., Corporate ~~Communications,~~Secretary's Office, 201 Isabella Street, Suite 200, Pittsburgh, PA ~~15212-5858.~~15212-5872 or email: CorporateSecretary@howmet.com.

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.

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2021 Proxy Statement

Corporate Governance (continued)

Business Conduct Policies and Code of Ethics

The ~~Company’s~~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~~Company's Code of Ethics, and any such amendments or waivers will be posted promptly at http://~~www.arconic.com~~www.howmet.com. To date, no such amendments have been made or waivers granted.

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

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the ~~Company’s~~Company's directors and executive officers, and persons who beneficially own more than ten percent of a registered class of the ~~Company’s~~Company's equity securities, to file initial reports of ownership and reports of changes in ownership of the ~~Company’s~~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~~Company's directors and executive officers, the Company believes that in ~~2017~~2020 all of its directors and executive officers filed the required reports on a timely basis under Section 16(a), with the exception of director David P. Hess, who filed a late amendment to a timely filed Form 3 to disclose indirect ownership of Company common stock held in a revocable trust and a charitable remainder unitrust of which he is a trustee and a beneficiary..

~~Arconic~~Howmet Aerospace Stock Ownership

Stock Ownership of Certain Beneficial Owners

The following ~~shareholders reported~~table sets forth certain information about each person or entity known to us to be the beneficial owner of more than five percent of Howmet Aerospace common stock, based on filings made under Section 13(d) and Section 13(g) of the Securities ~~and~~ Exchange ~~Commission that they beneficially owned more than 5%~~Act of ~~Arconic common stock~~1934, as ~~of December 31, 2017, except as noted below.~~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~~41,565,65812

~~10.6%~~

~~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~~

9.6%

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

Common Stock

~~46,511,149~~40,233,42323

~~9.66%~~9.3%

~~Blackrock,~~BlackRock, Inc.
55 East 52nd Street
New York, NY ~~10022~~10055

Common Stock

~~32,715,258~~36,133,58534

~~6.8%~~

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~~2018 Proxy Statement~~

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

~~Name and Address of Beneficial Owner~~

~~Title of Class~~

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

~~Percent~~
~~of Class~~8.3%

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

~~Common Stock~~

~~31,752,984~~4

~~6.6%~~

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

Allan Gray Australia Pty Ltd
   Level 2, Challis House
   4 Martin Place
   Sydney, NSW2000
   Australia

Common Stock

28,205,2545

6.5%

~~As of December 19, 2017; as reported in~~Based on 434,076,077 shares outstanding on March 29, 2021.

In a Schedule 13D amendment dated December ~~19, 2017:~~2, 2020, Elliott ~~Associates L.P. had sole power to vote and dispose of 16,352,683 shares; Elliott International,~~Investment Management L.P. 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%~~2.1% of the shares of common stock outstanding pursuant to certain derivative agreements disclosed in the Schedule 13D amendment.

~~As reported in~~In a Schedule 13G amendment dated February ~~7, 2018,~~8, 2021, The Vanguard Group, an investment adviser, reported that, as of December 31, 2020, it had ~~sole~~shared power to vote or direct to vote ~~577,532~~614,388 shares, sole power to dispose or direct the disposition of ~~45,836,040 shares, shared power to vote or direct to vote 104,426 of the reported~~38,531,910 shares, and shared power to dispose or direct the disposition of ~~675,109~~1,701,513 shares.

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Howmet Aerospace Stock Ownership (continued)

~~As reported in~~In a Schedule 13G amendment dated January 29, ~~2018,~~2021, BlackRock, Inc., a parent holding company, reported that, as of December 31, 2020, it had sole power to vote ~~28,907,987~~or direct to vote 32,642,508 shares, ~~and~~ sole power to dispose or direct the disposition of ~~32,715,258 shares.~~36,133,585 shares, and no shared voting or dispositive power.

~~As reported in~~In a Schedule 13G amendment dated February ~~14, 2018,~~16, 2021, Orbis Investment Management Limited, Orbis Investment Management (U.S.), ~~LLC~~L.P. and Allan Gray Australia Pty Ltd reported that they may be deemed to constitute a ~~“group”~~"group" for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and as ~~such~~of December 31, 2020, they had sole power to vote or direct to vote ~~31,752,984~~28,205,254 shares and sole power to dispose or direct the disposition of ~~31,752,984~~28,205,254 shares.

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~~2018 Proxy Statement~~

~~Arconic 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, 2018,~~April 9, 2021, by each director, each of the named executive officers, and all directors and executive officers (serving as of ~~March 15, 2018)~~April 9, 2021) 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~~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		—		4,409		9,409	James F. Albaugh		10,000		—		33,842		43,842
Christopher L. Ayers		7,478		—		6,580		14,058	Amy E. Alving		3,347		—		38,873		42,220
Charles P. Blankenship		41,510		—		—		41,510	Sharon R. Barner		—		—		982		982
Arthur D. Collins, Jr.		16,666		67,132		12,565		96,363	Joseph S. Cantie		40		—		17,131		17,171
Elmer L. Doty		6,0004		—		4,409		10,409	Robert F. Leduc		—		—		12,538		12,538
Rajiv L. Gupta		—		—		7,521		7,521	David J. Miller		—		—		37,725		37,725
Sean O. Mahoney		—		7,300		7,521		14,821	Jody G. Miller		—		—		11,486		11,486
David J. Miller		—		—		1,888		1,888	Nicole W. Piasecki		—		—		11,486		11,486
E. Stanley O’Neal		—		46,177		12,525		58,702	Ulrich R. Schmidt		5,333		4,210		37,628		47,171
John C. Plant		10,0005		3,589		12,859		26,448	Named Executive Officers
Patricia F. Russo		18,3336		32,155		8,289		58,777	John C. Plant*		1,496,3564		4,435		34,406		1,535,197
Ulrich R. Schmidt		3,333		3,407		7,521		14,261	Tolga I. Oal*		87,159		8,944		—		96,103
Named Executive Officers									Kenneth J. Giacobbe		195,820		—		—		195,820
David P. Hess*		50,7817		—		125,326		176,107	Neil E. Marchuk		75,829		—		—		75,829
Kenneth J. Giacobbe		40,604		—		—		40,604	Paul Myron		140,383						140,383
Timothy D. Myers		54,810		17,046		—		71,856	Katherine H. Ramundo5		25,570		—		—		25,570
Katherine H. Ramundo		12,780		—		—		12,780	All Directors and Executive Officers as a Group (14 individuals)		2,014,267		17,589		236,097		2,267,953
Eric V. Roegner		121,465		1,450		—		122,915
Klaus Kleinfeld		638,100		—		—		638,100
Christoph Kollatz		—		—		—		—
Karl Tragl		—		—		—		—
All Directors and Executive Officers as a Group (19 individuals)		453,341		178,256		211,413		843,010

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~~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 restricted share units that vest and are payable within 60 days after April 9, 2021 and shares of ~~Arconic~~Howmet Aerospace common stock that may be acquired under employee stock options that are exercisable as of ~~March 15, 2018~~April 9, 2021 or will become exercisable within 60 days after ~~March 15, 2018~~April 9, 2021, each as follows: Mr. ~~Giacobbe (22,294)~~Oal (27,643 restricted share units); Mr. ~~Myers (31,503)~~Giacobbe (84,803 options); Mr. Myron (47,965 options and 33,786 restricted share units); Ms. Ramundo ~~(12,780); Mr. Roegner (49,867)~~(25,570 options); and all

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2021 Proxy Statement

Howmet Aerospace Stock Ownership (continued)

directors and executive officers as a group ~~(148,759)~~(132,768 options and 61,429 restricted share units). No awards of stock options have been made to non-employee directors. As of ~~March 15, 2018,~~April 9, 2021 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.

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~~2018 Proxy Statement~~

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

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 and the Deferred Fee Plan for Directors (in effect before 2005).~~Directors. Each deferred 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~~Amended and ~~restated.~~Restated. Each 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. 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 ~~(with~~(however, accelerated vesting provisions apply for certain ~~limited exceptions)~~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~~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 are trustees and beneficiaries.~~

~~Held~~Includes 500,463 shares held by a trust of which Mr. Plant is the trustee and a beneficiary.

~~Held by a trust of which~~ Ms. ~~Russo is~~Ramundo resigned from the ~~trustee and a beneficiary.~~

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.Company, effective February 19, 2021.

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~~2018~~2021 Proxy Statement

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~~Company's financial statements.

The Audit Committee annually evaluates the qualifications, performance and independence of the ~~Company’s~~Company's independent auditors. Based on its evaluation, the Audit Committee has appointed PricewaterhouseCoopers LLP as the ~~Company’s~~Company's independent registered public accounting firm for ~~2018.~~2021. PricewaterhouseCoopers LLP or its predecessor firms have served continuously as the ~~Company’s~~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~~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~~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 at~~participate in 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”~~"FOR" ITEM 2, to ratify the appointment of PricewaterhouseCoopers LLP as the ~~Company’s~~Company's independent registered public accounting firm for ~~2018.~~2021.

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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~~Company's financial statements and internal ~~controls,~~controls;

•

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

•

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

•

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

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

PricewaterhouseCoopers LLP, the ~~Company’s~~Company's independent registered public accounting firm for ~~2017~~2020 (the ~~“independent auditors”~~"independent auditors"), is responsible for performing independent audits of the ~~Company’s~~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~~Company's internal control over financial reporting. The independent auditors also review the ~~Company’s~~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~~firm's communications with the Audit Committee concerning ~~independence,~~independence; (ii) discussed with PricewaterhouseCoopers LLP the ~~firm’s~~firm's independence from the Company and ~~management~~management; and (iii) considered whether PricewaterhouseCoopers ~~LLP’s~~LLP's provision of non-audit services to the Company is compatible with the ~~auditor’s~~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 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~~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~~Company's compliance with Section 404 of the Sarbanes-Oxley Act, 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~~Company's Vice President—Internal Audit to review the results of their examinations, their evaluations of the ~~Company’s~~Company's internal controls, and the overall quality of the ~~Company’s~~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~~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~~"Communication with Audit ~~Committees”~~Committees", as adopted by the PCAOB. 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~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2020, for filing with the Securities and Exchange Commission. In addition, the Audit Committee has approved, subject to shareholder ratification, the selection of PricewaterhouseCoopers LLP as the ~~Company’s~~Company's independent registered public accounting firm for ~~2018.~~2021.

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

~~February 15, 2018~~April 14, 2021

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):

	2017			2016			Fees for Services Provided1	2020			2019
Audit Fees		$	10.2		$	14.7	Audit Fees		$	7.5		$	9.8
Audit-Related Fees		$	0.1		$	5.1	Audit-Related Fees		$	0.3		$	6.7
Tax Fees		$	0.1		$	0.3	Tax Fees		$	0.1		$	0.0
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 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—Pre-Approval Policies and Procedures for Audit and Non-Audit ~~Services.”~~Services" on page 76. 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 on the base audit fee, and scope adjustments to the base audit ~~requirements, and accounting and audit advisory services.~~requirements. The decrease in audit fees from ~~2016~~2019 to ~~2017~~2020 was principally ~~due to 2016 nonrecurring fees paid to PwC through November 1, 2016 relating to the audit~~a result of the ~~financial statements of the Alcoa Corporation business in anticipation of the separation.~~Arconic Inc. separation into Howmet Aerospace Inc. and Arconic Corporation.

Audit-Related Fees ~~Fees~~ include due diligence and audit services for ~~acquisitions~~divestitures and ~~divestitures, audits of employee benefit plans,~~ agreed-upon or expanded audit procedures for accounting or regulatory ~~requirements, information system controls procedures, and review or verification of reported sustainability information. This~~requirements. For 2019, this category ~~also~~ includes ~~2016~~ fees associated with the audit and review by PwC of carve-out financial statements in anticipation of the ~~Alcoa Corporation business. The decrease in audit-related fees from 2016 to 2017 was principally due to the nonrecurring 2016 fees for the carve-out audit of Alcoa Corporation.~~separation.

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

All Other Fees include benchmarking services across a number of ~~Arconic~~Howmet Aerospace entities.

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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 executive compensation programs and policies and the resulting ~~2017~~2020 compensation of the individuals listed in the "~~“2017~~2020 Summary Compensation ~~Table”~~Table" on page 5658 (our ~~“named~~"named executive ~~officers”~~officers"), 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 ~~2019~~2022 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~~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”~~"FOR" ITEM 3, to approve, on an advisory basis, the compensation of the ~~Company’s~~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~~Company's proxy statement relating to the ~~2018~~2021 Annual Meeting of Shareholders.

The Compensation and Benefits Committee
~~Arthur D. Collins, Jr.,~~Robert F. Leduc, Chair
~~Elmer L. Doty~~Joseph S. Cantie
~~Rajiv L. Gupta~~
~~John C. Plant~~
~~Patricia F. Russo~~Nicole W. Piasecki

~~February 15, 2018~~April 14, 2021

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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 ~~(our NEOs)~~(NEOs) with respect to fiscal year ~~2017~~2020 and the related decisions made by the Compensation and Benefits Committee (the ~~“Compensation Committee”~~"Compensation Committee"). For ~~2017,~~2020, our NEOs are:

	~~David P. Hess~~John C. Plant			~~Interim Chief~~Chairman and Co-Chief Executive Officer
	Tolga I. Oal			Co-Chief Executive Officer
	Kenneth J. Giacobbe			Executive Vice President and Chief Financial Officer
	~~Timothy D. Myers~~			~~Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions~~
	Katherine H. Ramundo			Executive Vice President, Chief Legal Officer and Secretary
	~~Eric V. Roegner~~Neil E. Marchuk			Executive Vice President and ~~Group President, Engineered Products and Solutions~~
	~~Klaus Kleinfeld~~			~~Former Chairman and~~ Chief ~~Executive~~Human Resources Officer
	~~Christoph Kollatz~~Paul Myron			~~Former Executive~~ Vice President ~~Corporate Development, Strategy~~ and ~~New Ventures~~Controller

2020 was a challenging year for a number of reasons. The year began with the Company facing the uncertainty relating to the 737 MAX program at Boeing, the complex undertaking of separating the Company into Arconic Corporation and Howmet Aerospace Inc., and the important decision to name a successor to Chief Executive Officer John C. Plant. The global impact of the COVID-19 pandemic then crippled international travel, which had a significant impact on the Aerospace industry.

The Company's response to all of the 2020 challenges was swift and robust and led to a successful separation, on time and budget, and performance improvements including a significant expansion of the Company's EBITDA margin and adjusted free cash flow results.

In this CD&A, we will highlight:

The Company's 2020 performance;

How shareholder feedback helped inform certain decisions in 2020;

The decision to implement a Co-CEO structure and appoint Tolga I. Oal as Co-CEO;

The impact of COVID-19 on CEO and other NEO compensation decisions;

The Company's compensation philosophy and design;

2020 incentive plan results;

The 2020 letter agreements with Mr. Plant; and

Individual compensation decisions for the other NEOs.

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2021 Proxy Statement

Executive Compensation—Compensation Discussion and Analysis (continued)

Summary of Key 2020 Inputs and Decisions

Impacts of COVID-19

During 2020, the COVID-19 pandemic and related economic disruptions, combined with unique and negative industry factors, yielded a very challenging year for Howmet Aerospace. During these unprecedented times, we took numerous actions to support our employees and their families, our customers, our supply chain, and the communities we serve. We are proud of our workforce, which has demonstrated the resilience that we all needed to be successful. Despite the significant economic uncertainty and headwinds created by the pandemic, combined with the Separation (as described below) and other market and economic challenges, Howmet Aerospace had reasonable success in meeting our strategic, financial, and social objectives.

Our Business and 2020 Company Performance

Howmet Aerospace Inc. is the new name for Arconic Inc., following Arconic Inc.'s separation of its businesses on April 1, 2020 (the "Separation") into two independent, publicly traded companies—Howmet Aerospace Inc. and Arconic Corporation. On April 1, 2020 Arconic Inc. distributed to its shareholders the outstanding shares of common stock of Arconic Corporation, a former wholly owned subsidiary. Following the Separation, Howmet Aerospace retains the Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels businesses; and Arconic Corporation holds Arconic Inc.'s former Rolled Products, Extrusions, and Building and Construction Systems businesses.

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 titanium structural parts 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".

Full Year 2020 Highlights

•

Revenue of $5.3 billion, down 26% year over year

•

Cost reductions of $197 million

•

Income from continuing operations of $211 million, or $0.48 per share, versus $126 million, or $0.27 per share, in the full year 2019

•

Income from continuing operations excluding special items of $354 million, or $0.80 per share, versus $590 million, or $1.29 per share, in the full year 2019*

•

Operating income of $626 million versus $579 million in the full year 2019

•

Operating income excluding special items of $809 million, versus $1,199 million in the full year 2019*

•

For second quarter 2020 through fourth quarter 2020, cash provided from operations of $217 million, cash used for financing activities of $1.5 billion, and cash provided from investing activities of $260 million

•

Adjusted Free Cash Flow for second quarter 2020 through fourth quarter 2020 was $487 million, inclusive of an approximate $80 million reduction in our accounts receivable securitization program, $70 million impact from voluntary pension contributions, $46 million of cash severance payments, and $45 million tax refund*

•

The Company ended the year with a cash balance of approximately $1.6 billion

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2021 Proxy Statement

Executive Compensation—Compensation Discussion and Analysis (continued)

Segment Performance in 2020

•

Engine Products revenue of $2.4 billion, down 28% year over year; segment operating profit was $417 million, down $204 million year over year; segment operating profit margin was 17.3%, down 140 basis points year over year.

•

Fastening Systems revenue of $1.2 billion, down 20% year over year; segment operating profit was $247 million, down $149 million year over year; segment operating profit margin was 19.8%, down 560 basis points year over year.

•

Engineered Structures revenue of $0.9 billion, down 26% year over year; segment operating profit was $73 million, down $47 million year over year; segment operating profit margin was 7.9%, down 170 basis points year over year.

•

Forged Wheels revenue of $0.7 billion, down 30% year over year; segment operating profit was $153 million, down $100 million year over year; segment operating profit margin was 22.5%, down 360 basis points year over year.

Revenue and operating income, excluding special items, decreased from 2019 to 2020 due to significant disruptions in the commercial aerospace market, driven by COVID-19 and Boeing 737 MAX and 787 production declines, and the commercial transportation market, driven by COVID-19, resulting in unfavorable volume and product mix. The decline was partially offset by growth in the defense aerospace and industrial gas turbine markets. In addition, the decline in operating income, excluding special items, was also partially offset by variable and fixed cost reductions, and favorable product pricing. The focus in 2020 was to position the Company to emerge from the COVID-19 pandemic in a stronger, more profitable position.

This volatility in markets, economies, and our customers, yielded highly volatile operating and stock market performance. Most of these challenges were exogeneous to the Company and we responded quite well overall to reposition the Company for future success. We believed that we needed to retain and motivate our then Chief Executive Officer John C. Plant, who was helping us navigate these externally driven headwinds. As a result, we needed to make several changes to the Chief Executive Officer incentive compensation structures to keep them relevant and motivational, in order to retain and motivate the Chief Executive Officer. It appears that these changes have been successful both in retaining/motivating our Chief Executive Officer and also on actual performance and strategic repositioning.

* 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.

Investor Feedback

The Company 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.

At the 2020 annual meeting of shareholders, 51% of the shares present virtually or represented by proxy at the meeting and entitled to vote on our say-on-pay proposal regarding 2019 compensation, voted in favor of the proposal. In discussions with shareholders, the four main investor concerns regarding our executive compensation program were as follows:

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Executive Compensation—Compensation Discussion and Analysis (continued)

Shareholder Concern		Compensation Committee Response
~~Karl Tragl~~ • Although investors acknowledge the alignment of Mr. Plant's 2019 compensation with shareholder returns, there was a concern regarding the size of his 2019 pay relative to the length of his agreement.	~~Former~~	• Mr. Plant's 2019 compensation was the result of a significant negotiation to encourage him out of retirement. He was the ideal Chief Executive ~~Vice President~~Office to lead Arconic Inc. out of a difficult period and ~~Group President, Engineered Products~~unlock shareholder value. • Ensure that Mr. Plant's post-Separation compensation package is aligned with the length of the agreement and ~~Solutions~~appropriate for a seasoned Chief Executive Officer of his caliber relative to market data (see discussion beginning on page 46) • Recognized that Mr. Plant was the architect of the revised Company strategy to separate into two focused companies and had the unique skills and experiences to execute the strategy.
• The use of only time-vested equity awards in 2019 for NEOs other than Mr. Plant		• Given the Separation on April 1, 2020 and the challenge of measuring performance in the pre-Separation to post-Separation period, the Compensation Committee decided to only grant time-vested restricted share units to the NEOs other than Mr. Plant in 2019. • For 2020, equity grants to our NEOs, other than Mr. Plant, are 40% time-vested RSUs and 60% performance-based RSUs. See page 54 for a complete discussion of 2020 equity awards.
• Retaining Mr. Plant post Separation. In late 2019/early 2020, while the Board was conducting a search for a Chief Executive Officer to succeed Mr. Plant, the Board received formal communication from several shareholders regarding their strong desire to retain Mr. Plant post-Separation. Additional shareholders also voiced similar concerns through regular shareholder outreach efforts.		• For a full discussion of the Chief Executive Officer search process, the decision to reach a new 3-year agreement with Mr. Plant, and the decision to create a formal succession plan by implementing a Co-CEO structure, see “Co-CEO Structure and Related Compensation Decisions” below.
• Restructuring Mr. Plant's agreement and the Company's other compensation structures to reflect the impact of COVID-19. Post-Separation, the Board received formal communications from several shareholders regarding their desire to rework Mr. Plant's compensation to ensure his continuation at the Company.		• For a full discussion of the changes made to the Company's 2020 compensation structure, including the changes made to Mr. Plant's agreement, see "Impact of COVID-19 on 2020 Compensation Structure and Decisions" on page 46. Also included is a discussion of the largely positive shareholder feedback that the Company received after the change was made to Mr. Plant's agreement.

Co-CEO Structure and Related Compensation Decisions

In May 2019, the Board appointed an executive search committee led by James F. Albaugh and supported by an external executive search firm to search for John C. Plant's successor, considering both internal and external candidates. The key attributes the Compensation Committee was looking for in a CEO were a proven track record of consistently delivering financial success, an expert in operational excellence, experience with mergers, acquisitions and divestures or spinoffs, experience with capital markets, exposure to customers that are larger than the Company and with whom the Company has complex multi-year contracts, and significant investor relations experience.

After conducting the search, the Board concluded that there were no available qualified external candidates of the caliber deemed necessary to successfully run the Company through the then existing business cycle. Furthermore, feedback from shareholders made it clear that they were concerned about the CEO transition as the Company had four CEOs in a three-year period; and the direction of the Company after Mr. Plant retired, since Mr. Plant's first-year tenure as CEO oversaw dramatic improvement in the Company's financial and operational performance. Therefore, the Board concluded it was in the best interest of shareholders to retain Mr. Plant for an additional three years following the Separation and to create a Co-CEO structure to ensure a smooth transition.

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As of April 1, 2020, the Board promoted Tolga I. Oal to the position of Co-CEO of the Company, based on his strong operational experience at Arconic Inc. and earlier in his career. From May 2019 until the Separation, Mr. Oal served as President of the Company's Engineered Structures business, which is a global leader in highly engineered titanium and aluminum components for the aerospace and defense markets. Mr. Oal previously held leadership roles as President Driveline, President Americas and Senior Vice President Purchasing for American Axle & Manufacturing in Detroit, Michigan from September 2015 to April 2019. From June 2008 to September 2015, Mr. Oal held several leadership positions at TRW Automotive, including Vice President and General Manager of the Global Electronics Business Unit. Prior to his experience at TRW Automotive, Mr. Oal spent several years at Siemens VDO Automotive in Europe and the United States.

The Board decided on a Co-CEO structure for two main reasons:

•

While the Board had confidence in Mr. Oal's operational skills and leadership, he did not have previous CEO experience. The Co-CEO structure will allow Mr. Oal to work directly with Mr. Plant over the next three years and learn the nuances of the corporate responsibilities. The Board meets formally with Mr. Oal at each Board meeting to assess his growth into the CEO role. Additionally, Mr. Plant reports to the Board on Mr. Oal's progress.

•

Leveraging Mr. Plant's successful first year of performance and continuing his service for three additional years alongside Mr. Oal would increase investor confidence and help ensure a smooth CEO succession.

The compensation decisions related to the Co-CEOs:

•

To ensure that Mr. Plant was retained and sufficiently motivated for three years post-Separation, the Board and Mr. Plant agreed to a three-year performance-based compensation package, consisting of base salary, no annual incentive, and equity grants of time-vested restricted share units (RSUs) and performance-based restricted share units (PRSUs) explicitly tied to stock-price performance. The equity portion of Mr. Plant's reported 2020 compensation is intended to cover the three-years of service post-Separation.

Mr. Plant will not receive any additional annual or long-term incentives, including any additional equity awards, in 2021 or 2022. While the total of Mr. Plant's compensation, reported in the Summary Compensation Table, is high compared to market, it is more reasonable to assess it on an annualized basis over the next three years. On that basis, Mr. Plant's compensation is at approximately the 90th percentile of our CEO Compensation Peer Group, which, while significant, reflects Mr. Plant's experience at larger companies and his successful track record.

•

Given that he is a new CEO and in light of the Co-CEO structure, the Board targeted Mr. Oal's 2020 compensation at approximately the 10th percentile of our CEO Compensation Peer Group. Mr. Oal's compensation consists of a more traditional CEO package with base salary, annual incentive and both time-vested RSUs and PRSUs. The annual incentive and PRSU metrics and targets are the same as for the other NEOs.

Impact of COVID-19 on 2020 Compensation Structure and Decisions

2020 brought unprecedented challenges to balancing pay, performance, shareholder alignment, and employee concerns, as well as delivering on the Company's business plan. The Compensation Committee made a number of changes to the Company's compensation programs to reflect the reality of the impact of COVID-19 while delivering fair incentive payouts to employees and aligning with performance and shareholder interests.

Revisions to Mr. Plant's Agreement

In February 2020, prior to the impact of COVID-19, the Board structured and entered into a three-year post-Separation agreement with Mr. Plant. The agreement was effective as of the April 1, 2020 Separation date. In June 2020, the Compensation Committee agreed to make several changes to Mr. Plant's three-year agreement, granting him additional time-vested RSUs, additional PRSUs, and resetting the share-price targets for the PRSUs.

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These changes and rationale were as follows:

Equity Award	February 2020 Agreement		Anticipated Grant Value			Actual Fair Market Value at Grant			June 2020 Revised Agreement		Actual Fair Market Value at Grant
RSUs		1,000,000		$	24.0M		$	12.5M		1,485,000(2)		$	20.4M
PRSUs (1)		1,800,000		$	17.5M		$	4.6M		2,100,000		$	16.9M
Totals:		2,800,000		$	41.5M		$	17.1M		3,585,000		$	37.3M

(1)

Represents the maximum number of shares that can be earned

(2)

Additional 485,000 RSUs issued at a grant date price of $16.22 per share

•

When the Board and Mr. Plant agreed to the original agreement in February, the anticipated grant value of the equity portion of the three-year compensation package was approximately $41.5 million. However, after the impact of COVID-19, the actual fair market value of the equity on the grant date was $17.1 million.

•

At the time the February agreement was signed, the anticipated post-Separation share price of Howmet Aerospace stock was approximately $24 per share and there was a collar around the baseline price used to set the performance hurdles for the PRSUs with a maximum of $24 and a minimum of $22. Without the collar, the actual baseline price reflecting the impact of COVID-19 would have been $12.50. Therefore, Mr. Plant's PRSUs were granted significantly underwater. The revised baseline price under the new agreement is $16.22.

•

After the Separation, the Board received letters from several shareholders expressing concern that Mr. Plant's compensation package no longer provided him with sufficient incentive to remain with Howmet Aerospace and guide the Company through the unprecedented challenges.

•

After careful consideration and taking into account shareholder concerns, the Board decided to provide Mr. Plant with additional incentives and ensure alignment of his pay with shareholder interests by granting the additional RSUs and PRSUs shown above. The revised agreement increased the grant date fair market value from $17.1 million to $37.3 million, which is about $4.2 million less than the pre-COVID April 1, 2020 anticipated value.

In late June and July 2020, the Board held calls with nine of our top 16 shareholders to discuss Mr. Plant's amended compensation agreement. The institutions we spoke with collectively held 35% of our shares as of March 31, 2020. We had offered calls to institutional holders that collectively held 50% of shares as of March 31. We hosted one-on-one calls with the investment analysts and/or the governance teams of each shareholder. A member of the Company's Board, either David J. Miller, James F. Albaugh (independent Lead Director), or Robert F. Leduc (Compensation Committee Chair), led each call. In aggregate, the response to Mr. Plant's amended compensation agreement was positive. Most shareholders reacted positively to:

•

The agreement ensuring that a highly regarded CEO remains at the helm through a particularly challenging operating environment given COVID-19 and that the stock price performance hurdles incentivize him in alignment with shareholders.

•

The explanation that the agreement was intended to cover a full three-year period, with no further incentives/equity grants in 2021 or 2022.

Several common questions that arose during the calls and the director responses were as follows:

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Revisions to Annual and Long-Term Incentive Plans for Executive Officers and senior leaders other than Mr. Plant

In February 2020, the Compensation Committee and management discussed how to properly reflect the uncertainty of the Boeing 737 MAX recertification in Howmet Aerospace's incentive plans for the Company's post-Separation performance beginning April 1, 2020. After the initial impact of COVID-19 in March and April 2020, the Compensation Committee decided to delay setting targets until September 2020, when the Company anticipated it would have a clearer indication of market dynamics.

With respect to the annual incentive plan, the Compensation Committee considered several alternatives, from changing metrics to making the entire year discretionary based on a look-back after the year was complete. After careful consideration, the Compensation Committee decided upon the following changes, which emphasize the fourth quarter 2020 exit rate to position the Company for success in 2021 and balance the performance of our employees with the reality of the impact of COVID-19 on the Company's financial results:

Design Element	Original Construct	Revised Construct
Financial Measures	• Controllable Free Cash Flow—50% weight • Adjusted Operating Income—50% weight	• Financial Metrics—60% weight ◦ Second quarter to fourth quarter Adjusted Free Cash Flow ◦ Fourth quarter EBITDA Margin • Discretion*—40%
Targets and Payout Curves	• Targets set based on full-year forecast • Payout curve ranges from 0% to 200% payout	• Align targets with external guidance • No payout curve—maximum payout of 100%

Discretionary items could include additional COVID-19 impacts and business response to COVID-19 conditions, including labor flexing, fixed cost reduction, speed of action, inventory management, indirect spend, and receivables/payables management

The 2020 Corporate annual incentive payout was 90%. For a full description, see page 53.

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With respect to the long-term incentive plan. the Compensation Committee considered a broad range of alternatives, including much wider performance goals, converting all equity awards to time-vested RSUs, or using relative TSR as the sole metric for the PRSUs. After careful consideration, the Compensation Committee decided on the following changes, which acknowledge the inability to forecast out three years in light of uncertainty due to COVID-19, the need to emphasize EBITDA Margin as the most important measure of the Company's success, and the need to maintain long-term shareholder alignment by increasing the impact of the relative TSR multiplier.

Design Element	Original Construct	Revised Construct
Financial Metrics and Measurement Period	• EBITDA Margin—50% weight • Revenue—25% weight • Pre-tax RONA—25% weight • Measured against 3-year average targets	• EBITDA Margin—100% weight • Three one-year performance periods with target set at the beginning of each year
Relative TSR Multiplier	• Up to +/- 10% • Measured over 3 years • Total result cannot exceed 200% • Relative TSR measured against same Proxy Peer Group used for CEO compensation benchmarking	• Up to +/- 50% • Measured over 33 months (Separation through December 31, 2022) • Total result cannot exceed 200% • Relative TSR measured against peer set of 19 Aerospace and Defense companies likely to be facing similar COVID-19 related challenges

The Compensation Committee will continue to assess the performance environment and intends to return to a three-year performance measurement period for the financial metric(s) when feasible. For 2020, the first one-year performance period was earned at 140%. The final payout will be the average of the three one-year payouts multiplied by the relative TSR metric. For a full description, see page 54.

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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 three 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.

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 ~~that we have implemented and practices that we avoid because we believe they are not~~ in ~~the best interests of Arconic or our shareholders.~~2020.

	WHAT WE DO				WHAT WE DON’T DO
	✓ Pay for ~~Performance~~Performance——We link compensation to measured performance in key ~~financial and non-financial~~ 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—~~—All officers,~~Officers and directors ~~as well as senior executives,~~ are subject to stock ownership guidelines to align their interests with ~~shareholders’~~shareholder interests. ✓ Double-Trigger Change-in-Control ~~Provisions~~Provisions——Equity awards for ~~all~~ 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~~Investors——We engage with investors throughout the year to obtain ~~comments and~~ insights that guide our executive compensation programs. ✓ Independent Compensation ~~Consultant~~Consultant——The Compensation Committee retains a compensation consultant, ~~which~~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—~~—As amended effective February 27, 2017, our~~Our Change in Control Severance Plan provides that no excise or other tax gross-ups will be paid. ✗ ~~No Accelerated Vesting of Equity Outside of a Double-Trigger Change-in-Control~~ ✗ 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 ~~or dividend equivalents~~ on unvested equity awards but accrue ~~dividends~~dividend equivalents that only vest when and if the award vests. ✗ No ~~Multi-Year Employment Contracts—The Compensation Committee’s policy is to not enter into multi-year employment contracts with senior executives providing for guaranteed annual bonus or equity compensation.~~ ✗ 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 perquisites we pay to our NEOs to those that serve reasonable business purposes.

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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, oil and gas, defense, consumer electronics, 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, Global Rolled Products, and Transportation and Construction Solutions.

~~2017 was Arconic’s first full year of operations following our separation from Alcoa Corporation, which became effective in November 2016.~~

~~Leadership Team Transition~~

In 2017, Arconic experienced a number of key management transitions. Klaus Kleinfeld stepped down as Chairman and Chief Executive Officer (CEO) in April 2017, and David Hess served as our Interim CEO while we conducted an extensive search for a permanent CEO. A special CEO Search Committee of the Board, comprising six directors, led a thoughtful and deliberative search for the Company’s permanent CEO, which culminated in the selection and appointment by the Board of Charles Blankenship. On October 23, 2017, Arconic announced that Mr. Blankenship would become our CEO effective as of January 15, 2018.

Additional management changes in 2017 included the resignations of Kay Meggers as Executive Vice President and Group President, Global Rolled Products (GRP), in May 2017; Christoph Kollatz as Executive Vice President, Corporate Development, Strategy and New Ventures, in September 2017; and Karl Tragl as Executive Vice President and Group President, Engineered Products and Solutions (EP&S), in October 2017. Eric Roegner was promoted in May 2017 to the position of Executive Vice President and Group President, GRP, to replace Mr. Meggers. In October 2017, Mr. Roegner was appointed Group President of EP&S, and Tim Myers, Executive Vice President and Group President, Transportation and Construction Solutions (TCS), took on the added role of Group President of GRP. GRP and TCS were brought under a single executive leader to further streamline the Company’s management structure.

Throughout this CD&A, except as otherwise noted, we have included Mr. Kleinfeld’s targeted compensation when discussing the compensation of our CEO and NEOs. Due to the unique circumstances that applied to Mr. Hess, our Interim CEO, we have included a separate discussion of the compensation he earned as Interim CEO. Because Mr. Blankenship was not employed by Arconic in 2017, his compensation does not appear in the compensation tables that follow this CD&A, and except where specifically noted, we generally have not included him in our discussion of the 2017 compensation decisions that affect our other NEOs. We have, however, included below a discussion of the key terms of Mr. Blankenship’s 2018 compensation.

~~Investor Feedback and Implementation of our 2017 Compensation Strategy~~

The separation of Arconic from Alcoa Corporation in November 2016 presented an opportunity for Arconic to focus our executive compensation practices on Arconic’s unique needs and opportunities to better align with industry best practices. Prior to the separation, the Company’s directors and management took advantage of the expanded dialogue with investors concerning separation plans to also obtain investor insights related to their policies on compensation and governance matters and to obtain their comments on the Alcoa Inc. compensation plans and recommendations for compensation practices to be adopted by Arconic after the separation. In addition, Arconic management and the Compensation Committee reviewed 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

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

long-term incentive payout history, and stock ownership guidelines. The Compensation Committee took all of these factors into account when designing and implementing Arconic’s compensation structure and performance-based compensation framework for 2017, including as follows:

~~Market study of 17 companies in Arconic’s CEO peer group~~

~~2017 Company Performance~~

Arconic’s revenue was $12.96 billion, up 5% year over year, driven by higher volumes across all business segments and higher aluminum prices, partially offset by the impact of the planned ramp-down of the Company’s Tennessee Packaging operations and unfavorable product pricing and mix.

Net loss attributable to Arconic was $74 million, or $0.28 per diluted share, versus net loss of $941 million, or $2.31 per share, in the full year 2016. Excluding the impact of special items, 2017 adjusted income was $618 million, or $1.22 per share, versus $505 million, or $0.98 per share, in 2016. Consolidated adjusted EBITDA excluding special items was $1.9 billion, up 9% year over year. Consolidated adjusted EBITDA margin excluding special items was 14.3%, up 60 basis points year over year, including a 110 basis point year-over-year negative impact of higher aluminum prices, LIFO and metal lag.

Arconic continued its progress on cost reduction with net cost savings of $232 million or 1.8% of revenue. We delivered an improvement of $111 million year over year in selling, general and administrative expenses (SG&A) excluding special items.

Arconic redeemed $1.25 billion of debt, ending the year with debt of $6.8 billion and cash on hand of $2.15 billion. Cash from operations in 2017 was $701 million. Free Cash Flow for the year was $105 million.

~~Segment performance in 2017 included the following:~~

•

Engineered Products and Solutions revenue of $5.9 billion, up 4% year over year; Adjusted EBITDA of $1.2 billion, up 2% year over year; and an Adjusted EBITDA margin of 20.6%, down 30 basis points year over year.

•

Global Rolled Products revenue of $5.0 billion, up 3% year over year; Adjusted EBITDA of $599 million, up 4% year over year; and an Adjusted EBITDA margin of 12.0%, up 10 basis points year over year, including a 140 basis point negative impact of higher aluminum prices.

•

Transportation and Construction Solutions revenue of $2.0 billion, up 10% year over year; Adjusted EBITDA of $321 million, up 10% year over year; and an Adjusted EBITDA margin of 16.2%, up 10 basis points year over year, including a 120 basis point negative impact of higher aluminum prices.

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.

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

~~2017 Incentive Results~~

Consistent with the Company’s pay-for-performance practices, a shortfall against targets in 2017 resulted in payouts that were below target for annual incentive compensation and slightly below target for long-term incentive compensation. The corporate annual incentive compensation plan had a payout of 63.1% based on 2017 performance against the targets set under the plan. The long-term incentive payout was 95.7% based on 2017 performance against targets applicable to the second tranche of the 2016 performance-based restricted share unit awards and the final tranche of the 2015 performance-based restricted share unit awards. Performance-based restricted share unit awards granted in 2017 are based on a three-year performance period for the years 2017–2019.

~~Compensation Philosophy and Design~~

~~Arconic’s executive compensation philosophy to provide pay for performance and shareholder alignment underlies our compensation structure whose design is 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 portion 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 IC and LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth.~~

•

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

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

~~Arconic’s 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 17 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 $7 billion and $26 billion	Target the market median
~~Short-Term~~ Annual Incentive Compensation	• Choose annual IC weighted metrics that focus ~~management’s~~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 ~~and~~as part of an overall strategy to deliver long-term growth • Take into account individual performance that may include non-financial 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 Performance Measures~~against financial goals is used to determine the payout level and fund the incentive pool 2. ~~Financial and Non-Financial Goals:~~ ~~Weighted Metrics (0%–200% payout)~~ 3.(2) Individual NEO ~~Performance:~~ ~~Individual Multiplier~~performance is assessed and an individual multiplier is applied to ~~Plan Results (0%–150%)~~ • ~~Performance goals based on 90% financial and 10% non-financial metrics:~~ 1. ~~Financial metrics split 45% each between Earnings Before Interest and Tax (EBIT) and Free Cash Flow to incentivize management to deliver profitable growth and efficient allocation of capital~~ 2. ~~10% non-financial metrics based on safety and diversity~~the funded payout results, thus allocating the incentive pool across the eligible population
Long-Term ~~Incentives~~ Incentive Compensation	• Make LTI equity the most significant portion of total compensation for senior executives and managers ~~increasing the portion 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~~		• ~~Beginning in 2017, grants of performance-based restricted share units that vest based on achievement of 3-year performance targets to emphasize~~NEO long-term ~~value creation~~incentives are granted as 40% time-vested RSUs and 60% 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 above • ~~To highlight Arconic’s focus on long-term capital efficiency and profitable growth:~~ 1. ~~50% of 2017–2019 performance-based RSUs are based on return on net assets (RONA)~~ 2. ~~25% of 2017–2019 performance-based RSUs are based on revenue growth~~ 3. ~~25% of 2017–2019 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 2017–2019 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

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~~2018 Proxy Statement~~Compensation Levels.

~~Executive~~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 ~~— Compensation Discussion~~Committee determines each continuing NEO's targeted compensation (salary, target annual incentive compensation, and ~~Analysis~~ ~~(continued)~~

~~Long-Term Incentive Mix~~

~~Consistent with our pay-for-performance philosophy, the following shows the proportion of performance-based~~target long-term incentive ~~awards granted~~compensation), taking into consideration alignment to ~~our CEO compared to the median proportion~~market data of ~~performance-based long-term incentive awards granted to our CEO peer group in 2017:~~

industry peers. The Compensation Committee ~~has endorsed~~generally sets target total direct compensation at median of market to provide competitive pay, unless a specific executive merits an alternative arrangement, due to experience or a unique set of skills like our Co-CEOs.

2020 Comparator Peer Groups. To help guide compensation decisions, the ~~Company’s strong adherence to the~~Company uses two peer groups. The data from each of these peer groups described below is considered in establishing compensation ~~principles of pay-for-performance~~programs, policies, pay levels and ~~the emphasis on equity as a major component of the compensation package~~targets, and to ensure ~~shareholder alignment. Consistent with this philosophy, in 2017, our former Chairman~~that the Company provides appropriate compensation to attract, retain and CEO received 80% of his equity award in the form of performance-based restricted share units. In 2018, 80% of Mr. Blankenship’s regular annual equity award was made in the form of performance-based restricted share units. This was the highest percentage compared to the 17 companies in our CEOmotivate employees.

Proxy Peer Group: A peer group ~~based on such companies’ prior year disclosures (see~~ ~~“CD&A— Comparator Peer Groups”~~of 18 companies from which we collect proxy data, which helps inform and determine compensation levels and target setting for the ~~list of the peers). As discussed more fully below, Mr. Blankenship also received special, one-time grants of restricted share units~~CEO, CFO and ~~stock options subject to time-based vesting in connection with his commencement of employment with us.~~

~~Arconic’s~~ other NEOs have the same proportion of performance-based awards to time-vested awards as Arconic’s CEO, although such proportion may be different to the extent a NEO assumed his or her leadership position following the date onnamed executive officers for which ~~annual grants are made.~~

~~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 2017 annual IC plan:~~

•

~~earning 50% of the payout for the EBIT metric required performance at 91% of target; and~~

•

~~earning 150% payout level required performance at 118% of target.~~

~~Under the 2017 LTI plan:~~

•

~~earning 50% of the payout for the RONA metric required performance at 80% of target; and~~

•

~~earning 150% payout level required performance at 130% of target.~~

~~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 governance and compensation professionals at our investors help us understand investor priorities and provide us with guidance on our compensation and governance practices.

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~~2018 Proxy Statement~~

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

The Compensation Committee implemented changes to Arconic’s executive compensation programs for 2017 and beyond that reinforce a commitment to best-in-class compensation and governance practices. Beginning in September 2015, when the Company announced the planned separation of Alcoa, through the end of 2016, the Chairman and CEO, the Lead Director and the Compensation Committee Chairman had more than 80 meetings with portfolio managers, investor governance officials and proxy advisory firms to discuss separation plans and obtain investor insights and recommendations for Arconic’s 2017 executive compensation and governance practices.

The Company also did an exhaustive benchmarking study of companies with a strong track record in executive compensation practices and analyzed the proxy statements of the 17 companies in Arconic’s CEOdata is available. This peer group ~~(see~~ ~~“CD&A—Comparator Peer Groups”). The study addressed compensation design and mix, short-term and long-term performance metrics, long-term incentive mix by award type, performance periods, vesting provisions, short-term~~is also used to help determine appropriate short and long-term incentive ~~payout history, stock ownership guidelines~~metrics.

See "Attachment B—Howmet Aerospace Inc. Peer Group Companies".

Willis Towers Watson Custom Survey Peer Group: We also use a peer group of companies heavily weighted towards industrials with revenues between $3 billion and ~~change-in-control provisions. In several instances, the study identified practices that were ideally suited to the specific profile of Arconic.~~

~~The investor insights and the peer benchmarking study guided the Compensation Committee~~$15 billion. These companies participated in the ~~2017 design of Arconic’s executive compensation programs~~Willis Towers Watson Executive Compensation Survey. This peer group is used as a supplement to proxy data and ~~practices.~~to benchmark roles for which proxy data is not available.

~~In 2017, our ongoing dialogue with investors continued, with approximately 50 meetings between management and/or Board members and our shareholders.~~

~~Compensation Decision-Making Process~~

Use of Independent Compensation Consultant. The Compensation Committee has authority under its charter to retain its own advisors, including compensation consultants. In ~~2017,~~2020, the Compensation Committee directly retained Pay Governance LLC, which is independent and without conflicts of interest with the Company. See "“Corporate

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Executive Compensation—Compensation Discussion and Analysis (continued)

Governance—~~CompensationConsultants”~~Compensation Consultants" on page 31.33. Pay Governance provided advice, as requested by the Compensation Committee, on the amount and form of ~~certain executive~~Mr. Plant's compensation ~~components, including, among other things, executive compensation best practices, insights concerning SEC~~arrangement 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 also~~ provided advice on the ~~Compensation Discussion and Analysis~~CD&A in this proxy ~~statement, and advice regarding director compensation of the Board Chair.~~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~~In making annual compensation decisions, the ~~target compensation levels of our CEO and other NEOs. We target the median of the applicable peer group in setting targeted annual direct compensation of each of our NEOs. The~~ Compensation Committee also reviews tally sheets that summarize various elements of historic and current compensation for each ~~NEO in connection with making annual compensation decisions.~~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 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 incentive~~ plan;

•

Discretion retained by the Compensation Committee to adjust awards;

•

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

•

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

and

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~~2018 Proxy Statement~~•

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

•

Anti-hedging provisions in the ~~Company’s~~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 has a compensation structure significantly different from that of other units or that deviates significantly from the ~~Company’s~~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 recently enacted Tax Cuts and Jobs Act, restricts deductibility for federal income tax purposes of annual individual compensation in excess of $1 million to the NEOs, effective for tax years beginning after 2017, subject to a transition rule for written binding contracts which were in effect on November 2, 2017, and which are not modified in any material respect on or after such date. Prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m)’s deductibility limitation was subject to an exception for compensation that qualified as “performance-based.”

Certain of our compensation programs were designed to permit Arconic to qualify for the performance-based exception, although Arconic reserved the right to pay compensation that did not qualify as “performance-based.” In furtherance of such qualification, we have in the past asked shareholders to approve our 2009 and 2013 Arconic Stock Incentive Plans, the Incentive Compensation Plan for annual cash incentives and the Arconic Internal Revenue Code Section 162(m) Compliant Annual Cash Incentive Compensation Plan, including limitations that were required to be included in those plans. Now that the exception is no longer available, Arconic need not attempt to qualify for it by complying with those limitations. However, the Company intends to fit within the transition rule referred to above, for 2017 compensation described herein, to the extent that the Compensation Committee determines that to be in the interest of the Company.

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~~each Co-CEO retain equity equal in value to six times his base salary, that Mr. Giacobbe, Mr. Marchuk and ~~that~~Ms. Ramundo each ~~of the other NEOs~~ retain equity equal in value to three times base salary, and that Mr. Myron retain equity equal in value to one 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 purposes.~~compliance. Our guidelines reinforce ~~management’s~~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, 2018, Mr. Roegner has~~

Messrs. Plant, Giacobbe and Myron have met the ~~guidelines. The~~stock ownership requirement, while the other continuing ~~NEOs—Messrs. Giacobbe and Myers and Ms. Ramundo—who were appointed to their current positions within the past two years,~~NEOs have not yet met the ~~guidelines.~~guideline but will continue to retain a minimum of 50% of all shares acquired upon vesting of Company equity awards until they meet the guideline.

~~Limits on Hedging/~~No Short Sales, Derivative or Speculative Transactions, Hedging, or Pledging ~~Arconic~~of 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 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

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Executive Compensation—Compensation Discussion and Analysis (continued)

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 Plans. Although an exception exists for certain qualified performance-based arrangements in place as of November 2, 2017, under Section 162(m) of the Internal Revenue Code, only the first $1 million in annual compensation paid to our named executive officers generally is deductible for federal income tax purposes. 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 the Company in order to maintain a compensation program that is consistent with our executive compensation philosophy described above.

2020 Annual Cash Incentive Compensation Plan Design, Targets and Results

Each of our NEOs, other than Mr. Plant, was eligible to participate in our corporate annual incentive (IC) plan for 2020. Mr. Plant did not have any short-term annual incentives in 2020. Due to COVID-19, the 2020 IC plan was modified from the Company's normal practice as follows:

•

Financial metrics of second quarter (Q2) to fourth quarter (Q4) Adjusted Free Cash Flow and Q4 EBIDTA Margin were given a weight of 30% each. Each metric would pay out at 100% for performance within a targeted range, with performance below the range paying out at 0%, but no upside potential above a 100% payout.

•

A discretionary component of up to +40% was implemented to allow the Compensation Committee to balance a fair payout with overall financial and shareholder performance.

•

For a complete description of the changes and rationale, see page 48.

For 2020, the Corporate IC plan payout was at 90%.

Financial Metrics

Weight

Min (0%)

Target
(100%)

Max
(200%)

Result

Payout

Weighted
Payout

Q2 – Q4 Adjusted
Free Cash Flow

30%

<$350M

$350M−$400M

N/A

$487M

100%

30%

Q4 EBITDA Margin

30%

<19%

19%−21%

N/A

22.8%

100%

30%

Compensation Committee Discretion

Up to 40%

+30%

Total Payout:

90%

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.

Discretion was awarded at 30 of the maximum 40 points based on superior execution of cost management, including a reduction in indirect spend, reduced capital spending and the difficult decision to exit employees. All of these actions were assessed to be completed in a timely fashion and in a respectful manner with respect to employee reductions. The business also achieved excellent inventory management and accounts receivable management.

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

~~Change~~2020 Long-Term Incentives

Each of our NEOs, except for Mr. Plant, received a long-term incentive award in ~~Control (CIC) Severance Plan~~2020, consisting of 40% time-vested RSUs and 60% PRSUs. Due to COVID-19, the 2020 PRSU grants were modified from the Company's normal practice as follows:

•

Financial metrics were reduced from three (EBITDA Margin, Revenue, RONA) to one (EBITDA Margin)

•

The performance period for EBITDA Margin was changed from one three-year period to three one-year periods

•

The relative TSR multiplier was increased from +/- 10% to +/- 50% measure over a 33-month period from the Separation (April 1, 2020) through December 31, 2022.

•

The peer group for the relative TSR multiplier was changed from the Proxy Peer Group to a peer group consisting of 19 Aerospace and Defense companies. See "Attachment B—Howmet Aerospace Inc. Peer Group Companies".

•

For a complete description of the changes and the rationale, see page 49.

For 2020, the first year of the EBITDA Margin financial metric was earned at 140%.

Financial Metric

Weight

Min (0%)

Target (100%)

Max
(200%)

Result

Payout %

2020 EBITDA Margin

100%

<18%

20%

22%

20.8%

140%

The Relative TSR Multiplier is defined as follows:

Percentile Rank vs. Peer
Group

Multiplier

Definitions

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%

The final payout under the plan will be equal to:

[{Year 1 Performance Result} + {Year 2 Performance Result} + {Year 3 Performance Result}]/3 * Relative TSR Multiplier

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Executive Compensation—Compensation Discussion and Analysis (continued)

~~To align with best practices,~~

2020 Individual Compensation Arrangements and Performance-Based Pay Decisions

Chief Executive Officer—John C. Plant

In February 2020, the Board and Mr. Plant agreed to a three-year agreement commencing on April 1, 2020, the date of the Separation. In June 2020, the Compensation Committee agreed to make several changes to Mr. Plant's three-year agreement, granting him additional time-vested restricted share units (RSUs), additional performance-based restricted share units (PRSUs), and resetting the share-price targets for the PRSUs. For a complete description of the rationale for the changes, see "Impact of COVID-19 on ~~January 13, 2017 approved amendments to the existing CIC Severance Plan to adhere to best practices. Effective February 27, 2017 the following plan changes took effect:~~2020 Compensation Structure and Decisions" on page 46.

Compensation Element	February 2020 Agreement	June 2020 Agreement
Base Salary	$1,600,000 / year	No change
Annual Cash Incentive	None	No change
Time-Vested RSUs	1,000,000 shares vesting 1/3 each year over three years	Additional 485,000 share vesting 1/3 on 6/9/2021, 1/3 on 3/31/2022, and 1/3 on 3/31/2023
PRSUs	1,800,000	Increased to 2,100,000
Number of PRSU Tranches and Performance Hurdles	• Three Tranches of 600,000 shares each • 6 hurdles for each Tranche set at +10% to +35% over the baseline price for each year	• Tranche 1 is 600,000 shares • 4 hurdles for Tranche 1 set at +5% to +20% over the initial baseline price • Tranches 2 and 3 are 750,000 shares each • 6 hurdles set for each of Tranche 2 and Tranche 3 set at +5% to +30% over the baseline price for each year
Baseline Prices to Set Performance Hurdles	Year 1—Price on grant date, but no less than $22 or greater than $24 (actual price was $12.50, so set to $22) Years 2 and 3—Greater of the maximum hurdle achieved in the previous year and the average over last five trading days of the period	Year 1—Price on the date of the amendment ($16.22) Years 2 and 3—Greater of the maximum hurdle achieved in the previous year and the average over last five trading days of the period
Performance Periods	• Performance Period 1 runs from 4/1/2020 through 3/31/2021 • Performance Period 2 runs from 4/1/2021 through 3/31/2022 • Performance Period 3 runs from 4/1/2022 through 3/31/2023	• Performance period 1 runs from 6/9/2020 through 3/31/2021 • No change to Performance Periods 2 and 3
Price Needed to Obtain Hurdle	Average price over five consecutive trading days	No change
Pull-Forward Feature	• The performance hurdles for Tranche #2 can be obtained in Performance Period 1 using the final hurdle of Tranche #1 as the baseline price • The performance hurdles for Tranche #3 can be obtained in Performance Period 2 using the final hurdle of Tranche #2 as the baseline price	No change
Vesting	Any earned shares vest 3 years from the start of the agreement (3/31/2023)	No change

•

~~Eliminated grandfathered modified single trigger, for which Mr. Kleinfeld was the only remaining eligible participant.~~

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Executive Compensation—Compensation Discussion and Analysis (continued)

•

~~Eliminated grandfathered excise tax reimbursement benefit,~~

For Performance Period 1 ending March 31, 2021, Mr. Plant had the opportunity to earn the shares in Tranche 1 and the shares in Tranche 2 as follows:

Stock Price Hurdles for Tranche 1 (Baseline Price of $16.22)	# of Shares Earned (Tranche 1—Cumulative)	Pull-Forward Hurdles for Tranche 2 into Performance Period 1 (Baseline Price of $19.46)	# of Shares Earned (Tranche 2—Cumulative)
+5% = $17.03	150,000	+5% = $20.43	125,000
+10% = $17.84	300,000	+10% = $21.41	250,000
+15% = $18.65	450,000	+15% = $22.38	375,000
+20% = $19.46	600,000	+20% = $23.35	500,000
		+25% = $24.33	625,000
		+30% = $25.30	750,000

As the stock price performance of Howmet Aerospace exceeded all the hurdles for Tranche 1 and the pull-forward hurdles for Tranche 2 during Performance Period 1, Mr. Plant has earned an aggregate of 1,350,000 shares from these two Tranches. The shares will vest on 3/31/2023.

The hurdles for Tranche 3 can be earned in Performance Period 2 as set forth below. The baseline price for these hurdles was set at $31.39, which is the greater of the final performance hurdle achieved in Performance Period 1 ($25.30) and the average trading price over the last 5 trading days prior to March 31, 2021.

Stock Price Hurdles for Tranche 3 in Performance Period 2:

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

The equity grants made to Mr. ~~Kleinfeld was the only remaining eligible participant.~~

•

~~Raised the threshold triggering a CIC from 20%~~Plant in 2020 are intended to ~~30% of shares or total voting power that are acquired.~~

•

~~Reduced severance benefit levels of all participants except the CEO, whose benefit levels are in line with market practice.~~

In addition, on February 1, 2018, the CIC Severance Plan was amended to, among other things, reduce the period following a change in control in which a severance-qualifying termination of employment may occur fromcover three years of service post-Separation. Therefore, Mr. Plant will not receive any additional annual or long-term incentives, including any additional equity awards, in 2021 or 2022. While the total of Mr. Plant's compensation, reported in the Summary Compensation Table, is high compared to ~~two years.~~market, it is more reasonable to assess it on an annualized basis over the next three years, where it is at approximately the 90th percentile of our CEO Compensation Peer Group.

~~Compensation Decisions~~

~~Analysis of 2017 Compensation Decisions~~Other Named Executive Officers

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

•

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

•

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

•

Complexity and importance of the role and ~~responsibilities;~~responsibilities

•

Experience and unique skills

•

Aggressiveness of ~~targets;~~targets

•

Contributions that positively impact the ~~Company’s~~Company's future ~~performance;~~performance

•

Unanticipated events impacting ~~target achievement;~~business plan goals

•

Retention of key individuals in a competitive talent ~~market; and~~

•

~~Leadership and growth potential.~~

Based on these factors, an individual multiplier between 0% and 150% is applied to each NEO IC award and equity grant target to reflect the Committee’s assessment of the individual’s 2017 performance.

~~Comparator Peer Groups~~

To help determine total direct compensation in 2017 for our former Chairman and CEO, Mr. Kleinfeld, we used a peer group consisting of 17 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 2017 Pay Decisions)~~
	• ~~BorgWarner Inc.~~ • ~~Cummins Inc.~~ • ~~Danaher Corporation~~1 • ~~Delphi Technologies~~2 • ~~Eaton Corporation plc~~ • ~~Honeywell International Inc.~~ • ~~Illinois Tool Works Inc.~~ • ~~Ingersoll-Rand plc~~ • ~~L3 Technologies, Inc.~~3				• ~~Northrop Grumman Corporation~~ • ~~PACCAR Inc~~ • ~~Parker-Hannifin Corporation~~ • ~~Raytheon Company~~ • ~~Rockwell Collins, Inc~~ • ~~Spirit AeroSystems Holdings, Inc.~~ • ~~Stanley Black & Decker, Inc.~~ • ~~Textron Inc.~~
	~~2017 Median Revenue: $14,198 million~~

Danaher, now considered a healthcare company following the separation of its businesses in June 2016, was included in the CEO peer group for 2017 pay decisions but will be omitted from the peer group for 2018 pay decisions.market

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

2•

~~Formerly Delphi Automotive PLC~~Leadership and growth potential

3Co-CEO Tolga I. Oal

Effective April 1, 2020, Mr. Oal was promoted to the position of Co-Chief Executive Officer from his position as President of the Company's Engineered Structures business. In his new role, he received:

•

~~Formerly L-3 Communications Holdings, Inc.~~A salary increase, effective April 1, 2020, to $875,000

~~To determine the total direct compensation for our new CEO,~~ •

An increase in his annual incentive target, effective April 1, 2020, from 80% to 100% of base salary

•

An annual equity award of $3,500,012, 60% of which was granted as PRSUs and 40% of which was granted as time-vested RSUs

Mr. ~~Blankenship, we also reviewed and took into consideration data from the same peer group and targeted the median total direct compensation of our CEO peer group.~~

In 2017, the Compensation Committee also approved a new peer definition for other executive level positions within the Towers Watson survey to better reflect the mix of Arconic’s businesses after the separation. This peer group was used to make compensation decisions related to Arconic following the separation and consists of companies heavily weighted towards industrials with revenues between $7 billion and $30 billion. See ~~“Attachment B—Arconic Inc. Peer Group Companies for Market Information for 2017 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.

~~2017 Base Salary and Target Annual Incentive Compensation Levels~~

~~Base salaries and~~Oal received an annual ~~target~~short-term incentive compensation ~~levels are designed to attract, motivate, reward and retain executive talent, as well as to align pay with performance. At the beginning~~award for 2020 of each fiscal year, the Compensation Committee determines each NEO’s targeted total cash compensation (salary and target incentive compensation), taking into consideration alignment to market data of industry peers.

~~2017 Annual Cash Incentive Compensation~~

In 2017, each of our NEOs, other than Mr. Hess, was eligible to participate in our corporate annual cash IC plan for 2017. The corporate annual cash IC plan for 2017 was designed to achieve operating goals set at the beginning of the year$679,372, based on the ~~financial~~Corporate incentive compensation plan result of 90%, the Engineered Structures incentive compensation plan result of 80% and ~~non-financial measures set forth in~~an individual multiplier of 100%.

Other NEOs

The 2020 compensation decisions for the ~~following table. Our payout of 63.1% was based on 2017 actual performance versus IC plan target.~~

~~2017 Annual Cash Incentive Compensation Plan Design, Targets and Results~~

Metric Defined Corporate Level Payout Percentage Result % of
Target Weighting Weighted
Result
0% 50% 100%
(Target) 150% 200%
($in millions)
Financial
Measures EBIT $ 1,075 $1,195 $1,314 $1,554 $1,793 $1,315 100% 45.0% 45.0%
Free Cash Flow $ 236 $ 398 $ 560 $ 885 $1,210 $ 283 14.6% 45.0% 6.6%
Non-
Financial
Measures
Safety1

DART 0.467 0.455 0.444 0.406 200.0% 5.0% 10.0%
Diversity2
Executive Level Women, Global 23.3% 23.5% 24.0% 23.6% 120% 1.25% 1.5%
Executive Level Minorities, U.S. 15.0% 15.2% 15.7% 14.6% 0% 1.25% 0%
Professional Level Women, Global 29.4% 29.7% 30.2% 29.1% 0% 1.25% 0%
Professional Level Minorities, U.S. 19.2% 19.5% 20.0% 19.1% 0% 1.25% 0%
IC RESULT 63.1%

~~Safety targets~~other NEOs were based on reductions in the DART (Days Away, Restricted and Transfer) rate, which measures injuries and illnesses that involve one or more days away from work per 100 full-time workers and days in which work is restricted or employees are transferred to another job due to injury per 100 full-time workers.as follows:

Diversity targets were based on increases to the representation of women executives and professionals on a global basis, and the representation of minority executives and professionals in the United States.

Executive	Salary Increase Effective 3/1/2020	Annual Equity Award Granted as 60% PRSUs and 40% RSUs	Annual Incentive Payout for 2020 Performance
Executive	Salary Increase Effective 3/1/2020	Annual Equity Award Granted as 60% PRSUs and 40% RSUs	Plan Result	Individual Multiplier	Annual Incentive Payment
Kenneth J. Giacobbe	2.7% to $575,000	$1,400,007	90%	100%	$515,250
Neil E. Marchuk	3.0% to $618,000	$1,650,013	90%	100%	$553,500
Katherine H. Ramundo	2.6% to $585,000	$1,000,012	N/A—voluntary resignation prior to payment date
Paul Myron	No increase	$302,507	90%	120%	$291,600

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

The 2017 annual incentive compensation plan was structured to qualify under Section 162(m) of the Internal Revenue Code for tax deductibility of “performance-based” compensation in excess of $1 million (as in effect prior to the enactment of the Tax Cuts and Jobs Act).

~~The Compensation Committee also took into account individual performance factors in setting each NEO’s annual incentive payment (see~~ ~~“CD&A—Individual Compensation Arrangements and Performance-Based Pay Decisions”~~ ~~section).~~

~~2017 Equity Awards: Stock Options and Performance-Based Restricted Share Units~~

~~Long-term stock incentives are performance-based.~~ We grant long-term stock awards to NEOs to align their interests with those of shareholders, link their compensation to stock price performance over a multi-year period and support their retention. In January 2017, stock awards were made to all of the NEOs, excluding the Interim CEO and Mr. Blankenship.

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

•

Approximately 20% of the grant date value of 2017 equity awards for each of our NEOs is granted 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 over 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, as in 2017, 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 2017 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 2017 will be earned based on the performance metrics as follows (specific targets and results will be disclosed at the end of the 2017–2019 performance period):

Total Shareholder Return defined as the change in stock price plus reinvested dividends expressed as a percentage, which will be measured from 12/31/2016 to 12/31/19 and ranked after the 3-year period

~~Peer group of 16 industrial companies listed on page 49 (which does not include Danaher, as noted in footnote 1 thereto); maximum total payout may not exceed 200%~~

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.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

~~2017 Performance Results for Performance-Based Restricted Share Units – 2015 and 2016 Grants~~

Prior to 2017, performance-based restricted share unit awards were earned at the end of a three-year performance period based on the average of the annual payout percentages over the three-year period. Consequently, grants made in 2015 and 2016 were still subject to the 2017 annual performance period, representing the final 1/3rd ~~tranche of the 2015 grant and the second 1/3~~rd ~~tranche of the 2016 grant. The results for the 2017 performance period on the 2015 and 2016 grants were as follows:~~

Performance Metric Payout Percentage 2017
Actual Plan
Result Weighting Payout
Result
0% 50% 100% 150% 200%
Revenue ($M) $12,038 or
below $ 12,203 $12,538 $12,931 $13,325 or
above $12,892 144.9% 25% 36.2%
EBITDA Margin (%) 12.4% or
below 13.70% 15.0% 16.80% 18.6% or
above 14.3% 75.4% 25% 18.8%
RONA (%) 4.7% or
below 7.00% 9.3% 12.70% 16.2% or
above 8.4% 81.2% 50% 40.6%
TOTAL 100% 95.7%

~~The 2016 grant, which will vest in January 2019 after the three-year 2016–2018 performance period, is the last outstanding award to include an annual performance period, with the final 1/3~~rd tranche subject to the 2018 annual performance period. The performance metrics will be the same as those above that applied to the 2017 performance period. Specific targets and results will be disclosed at the end of the 2018 performance period.

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

~~Compensation Arrangements with Interim CEO – David P. Hess~~

Mr. Hess was appointed in April 2017 to serve as Interim CEO while Arconic conducted an extensive search to hire a world-class CEO to lead Arconic into its next chapter. In connection with his service as Interim CEO, the Compensation Committee approved a monthly base salary of $91,667, and provided Mr. Hess with the opportunity to participate in Arconic’s benefit plans generally available to our active senior executives, other than our severance plans. On October 23, 2017, the Company announced the appointment of Mr. Blankenship as Chief Executive Officer of the Company effective January 15, 2018 to succeed Mr. Hess and awarded Mr. Hess deferred restricted share units with a grant date value of $3,000,164, with vesting subject to his continued service as Interim CEO through the effective date of Mr. Blankenship’s appointment as part of the transition. The deferred restricted share units will be settled in three equal installments on each of the first three anniversaries of January 15, 2018. The Company also established a target annual bonus opportunity for Mr. Hess of $1,000,000 for the 2017 fiscal year. In determining Mr. Hess’s actual annual bonus amount, the Compensation Committee decided to apply the same financial and non-financial measures and corporate multiplier applicable to the other NEOs under the 2017 Annual Cash Incentive Compensation Plan that are summarized above. In addition, when reviewing his individual performance, the Compensation Committee took into consideration his success in maintaining the stability of the Company as Interim CEO while the Company searched for a permanent CEO. As a result, the Compensation Committee determined that Mr. Hess’s actual incentive compensation for 2017 was $744,100, representing 74.4% of target.

Because different considerations underlay the determinations made in connection with Mr. Hess’s compensation than would apply to the determination of a compensation package for a long-term chief executive officer, the Compensation Committee did not set Mr. Hess’s compensation under the usual guidelines that ordinarily apply to the compensation of our NEOs. In particular, the compensation package for our Interim CEO was structured to minimize any disruption related to the leadership transition and promote stability during this time by compensating Mr. Hess for his short-term service and providing an incentive for him to remain in the role until the Company completed its CEO search and the new CEO commenced employment with us.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

~~New CEO Compensation Arrangements – Charles P. Blankenship~~

On October 19, 2017, the Company entered into a letter agreement with Mr. Blankenship in connection with his appointment as Chief Executive Officer of the Company, which became effective on January 15, 2018 (the “Effective Date”). Pursuant to the letter agreement, Mr. Blankenship will receive a base salary at an annual rate of $1,250,000, will be eligible for a target annual cash incentive compensation opportunity of 150% of his salary, and will receive a 2018 annual equity award with a grant date fair value of $8,500,000, which was issued on January 19, 2018. The letter agreement provides that Mr. Blankenship will be paid a special sign-on cash bonus of $650,000 and granted special one-time equity awards of stock options with a grant date fair value of $4,000,000, vesting in full on the fourth anniversary of the grant date, as well as restricted share units with a grant date fair value of $3,000,000, vesting in full on the third anniversary of the grant date. The special one-time equity awards, which are subject to his continued employment with the Company and the 50% holding requirement until stock ownership requirements are met, were issued on January 19, 2018. Pursuant to the letter agreement, Mr. Blankenship has committed 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.

In its determination of the compensation offer that was extended to the new CEO, the Compensation Committee took into consideration certain factors, including, but not limited to, whether such offer would result in (1) securing Mr. Blankenship’s services, (2) aligning his interests with those of shareholders by heavily weighting his sign-on package towards equity with a prolonged vesting period on options which cliff-vest after four years (instead of the 1/3rd annual increments over three years of our annual option awards), (3) encouraging him to meet stock ownership guidelines, (4) ending the distraction, speculation and uncertainly associated with the search of a permanent CEO to allow the Company to focus on business operations, and (5) providing competitive compensation in alignment to levels for CEOs of peer companies.

The letter agreement provides that Mr. Blankenship will be 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.

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

In January 2017, the Compensation Committee awarded Mr. Giacobbe performance share awards and stock options with a total grant-date value of $1,672,884, taking into consideration relevant peer company data and based on his individual performance in 2016. Eighty-one percent of the award ($1,348,867) was granted in the form of performance-based restricted share units, and 19% ($324,018) in stock options, which was above the target award and included exceptional one-time recognition due to his strong performance and significant contributions to the Company’s separation from Alcoa Corporation. Mr. Giacobbe received a base salary increase of 8.7% in 2017 to better align his pay with those of industry peer companies and based on his individual performance review in 2016. Despite continued strong individual performance in 2017, Mr. Giacobbe’s annual IC award for 2017 of $342,423 was below target at 72.6%, which was based on the final Corporate IC plan total weighted result of 63.1%, as described above, and a corresponding 115% individual multiplier.

~~Executive Vice President, Chief Legal Officer and Secretary – Katherine H. Ramundo~~

In January 2017, the Compensation Committee awarded Ms. Ramundo performance share awards and stock options with a total grant-date value of $1,239,234, in line with target reflecting relevant peer company data following the commencement of her employment with the Company in September 2016. Eighty-one percent of the award ($999,226) was granted in the form of performance-based restricted share units, and 19% ($240,008) in stock options. Ms. Ramundo did not receive any base salary increase in 2017. Despite exceptional individual performance in 2017, Ms. Ramundo’s annual IC award for 2017 of $381,755 was below target at 69.4%, which was based on the final Corporate IC plan total weighted result of 63.1%, as described above, and a corresponding 110% individual multiplier.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

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

In January 2017, the Compensation Committee awarded Mr. Myers performance share awards and stock options with a total grant-date value of $1,177,360, taking into consideration relevant peer company data and based on his individual performance in 2016. Eighty-one percent of the award ($949,308) was granted in the form of performance-based restricted share units, and 19% ($228,052) in stock options, which was above the target award based on his strong performance leading the TCS Group in 2016. Mr. Myers received a base salary increase of 10.7% in 2017 to better align his pay with those of industry peer companies and based on his individual performance review in 2016. In line with strong TCS group reporting segment (weighting 50% until October 2017 and 25% thereafter) and individual performance in 2017, offset by challenges at the Corporate level (weighted 50%) and GRP group reporting segment (weighted 25% for the prorated period since October 2017 when he began leading GRP), Mr. Myers’ annual IC award for 2017 of $396,356 was above target at 112.4%. The award was based on the final Corporate, TCS and GRP IC plan totals with weighted results of 63.1%, 131.4% and 81.9%, respectively, and a corresponding 120% individual multiplier.

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

In January 2017, Mr. Roegner received performance share awards and restricted share units with a total grant-date value of $729,590, reflecting relevant peer company data and based on his individual performance in 2016 leading the Arconic Titanium and Engineered Products (ATEP) division, which was prior to his promotion to Executive Vice President (EVP) and Group President, GRP in May 2017 and subsequently EVP and Group President, EP&S in October 2017. The award was granted in an equal number of performance-based restricted share units ($372,071) and restricted share units ($357,520), which was above the target award based on his strong performance growing ATEP and successfully completing the integration of the RTI acquisition in 2016. Mr. Roegner received a base salary increase of 4.5% in January 2017 based on his individual performance review in 2016 and further respective increases of 7.5% and 10.4% upon his May and October promotions. Despite continued strong individual performance in 2017, Mr. Roegner’s annual IC award for 2017 of $317,821 was below target at 74.5% in large part due to the EP&S free cash flow result being below plan threshold. The award was based on the final Corporate (50%), EP&S and GRP (50% each for the respective prorated periods he led each group in 2017) IC plan totals with weighted results of 63.1%, 44.6% and 81.9%, respectively, and a corresponding 110% individual multiplier.

~~Former Chairman and Chief Executive Officer – Klaus Kleinfeld~~

In January 2017, the Compensation Committee awarded Mr. Kleinfeld performance share awards and stock options with a total grant-date value of $9,293,093 based on his individual performance in 2016. Eighty-one percent of the award ($7,493,093) was granted in the form of performance-based restricted share units, and 19% ($1,800,000) in stock options. While Mr. Kleinfeld led Alcoa Inc. in its successful separation into two separately listed companies, the grant date fair value of the January 2017 award represents a 6.0% decrease over the prior year’s award in January 2016 given the smaller size of the Company following separation, better aligning his pay to that of the median level among the revised CEO peer group companies. Mr. Kleinfeld did not receive any base salary increase in 2017 and received a cash bonus payment of $1,000,000 pursuant to the terms of his separation agreement dated July 31, 2017, as disclosed in the Company’s Form 10-Q for the quarter ended June 30, 2017. As Mr. Kleinfeld 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 2017 award in its entirety. See the notes to the 2017 Summary Compensation Table.

~~Former Executive Vice President, Corporate Development, Strategy and New Ventures – Christoph Kollatz~~

In January 2017, the Compensation Committee awarded Mr. Kollatz performance share awards and stock options with a total grant-date value of $2,697,773, taking into consideration relevant peer company data and based on his individual performance in 2016. Eighty-one percent of the award ($2,175,251) was granted in the form of performance-based restricted share units, and 19% ($522,522) in stock options, which was above the target award and included exceptional one-time recognition due to his strong performance in leading the Separation Program Office that oversaw the complex separation process. Mr. Kollatz played an integral role ensuring that the separation was completed on schedule and on budget that required management of nearly 300 projects across more than 250 sites and 25 countries. Mr. Kollatz did not receive any base salary increase in 2017 and received his target annual incentive compensation payment of $183,030, which was prorated until the termination of his

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

employment in September 2017 and factored in the Corporate payout of 63.1% under the 2017 Annual Cash Incentive Compensation Plan. As Mr. Kollatz was not retirement-eligible at the time of his termination of employment, any unvested equity stock awards and stock options were forfeited and canceled, including his January 2017 award in its entirety.

~~Former Executive Vice President and Group President, Engineered Products and Solutions – Karl Tragl~~

In January 2017, the Compensation Committee awarded Mr. Tragl performance share awards and stock options with a total grant-date value of $2,478,248, taking into consideration relevant peer company data and based on his individual performance in 2016. Eighty-one percent of the award ($1,998,231) was granted in the form of performance-based restricted share units, and 19% ($480,017) in stock options, which was above the target award due to his performance in taking over the EP&S Group and initiating operational improvements. Mr. Tragl received a base salary increase of 4.8% in 2017 to better align his pay with those of industry peer companies and received his target annual incentive compensation payment of $244,569, which was prorated until the termination of his employment in October 2017 and factored in the Corporate and EP&S Group payout results of 63.1% and 44.6% (weighted equally), respectively, under the 2017 Annual Cash Incentive Compensation Plan. As Mr. Tragl was not retirement-eligible at the time of his termination of employment, any unvested equity stock awards and stock options were forfeited and canceled, including his January 2017 award in its entirety.

~~TABLE OF CONTENTS~~

~~2018~~2021 Proxy Statement

Executive Compensation (continued)

~~2017~~2020 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)
David P. Hess1 Interim Chief Executive Officer	2017		$	802,669	$744,100	$3,019,240	$0	$0	$0	$170,764	$4,736,773	John C. Plant	2020		$	1,600,000	$0	$37,351,008	$0	$0	$0	$140,000	$39,091,008
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	2017		$	493,333	$0	td,348,867	$324,018	$357,987	$308,675	$324,571	$3,157,451	Chairman and	2019		$	1,446,667	$0	td9,941,500	$0	td0,000,000	$0	$324,411	$51,712,578
	2016		$	386,250	$0	$390,381	$0	td81,824	td49,741	$429,478	td,637,674	Co-Chief
Timothy D. Myers Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions	2017		$	436,250	$0	$949,308	$228,052	$396,356	$516,994	$19,333	$2,546,293	Executive Officer
Katherine H. Ramundo Executive Vice President, Chief Legal Officer and Secretary	2017		$	550,000	$0	$999,226	$240,008	$381,755	$0	$54,498	$2,225,487	Tolga I. Oal	2020		$	794,917	$0	$3,500,012	$0	$679,372	$0	$85,870	$5,060,171
Eric V. Roegner Executive Vice President and Group President, Engineered Products and Solutions	2017		$	478,482	$0	$729,590	$0	$317,821	$0	$55,241	$1,581,134	Co-Chief Executive
Klaus Kleinfeld2 Former Chairman and Chief Executive Officer	2017		$	532,174	$0	$7,493,0932	td,800,0002	$0	$650,440	$6,114,784	td6,590,4912	Officer
	2016		$	1,440,000	$0	$7,912,2212	td,978,0022	td,137,320	$3,111,941	td26,304	td6,805,7882	Kenneth J. Giacobbe	2020		$	572,500	$0	td,400,007	$0	$515,250	td61,707	$74,755	td,824,219
	2015		$	1,440,000	$0	$8,600,3942	td,150,0252	td,816,020	$3,246,848	td32,942	td7,486,2292	Executive Vice	2019		$	552,500	$0	td,275,201	$0	td,350,000	$358,758	$35,769	$4,572,228
Christoph Kollatz3 Former Executive Vice President, Corporate Development, Strategy and New Ventures	2017		$	386,750	$0	2,175,2513	$522,5223	td83,030	$0	td,086,469	$4,354,0223	President and Chief	2018		$	512,500	$0	$960,089	td40,051	$94,813	$0	td05,621	td,913,074
	2016		$	531,250	$0	$688,0193	$03	$551,877	$0	td04,068	td,875,2143	Financial Officer
Karl Tragl4 Former Executive Vice President and Group President, Engineered Products and Solutions	2017		$	454,167	$0	td,998,2314	$480,0174	td44,569	$0	td,324,758	$4,501,7424	Neil E. Marchuk	2020		$	615,000	$0	td,650,013	$0	$553,500	$0	$59,510	td,878,023
	2016		$	453,125	$0	td,600,1764	$04	$557,756	$0	td00,243	td,811,3004	Executive Vice	2019		$	500,000	td00,000	$3,191,850	$0	$0	$0	$83,200	$3,975,050
												President and Chief
												Human Resources
												Officer
												Katherine H.	2020		$	582,500	$0	$1,000,012	$0	$0	$0	$81,325	$1,663,837
												Ramundo	2019		$	566,667	$0	$1,100,155	$0	$963,333	$0	$54,053	$2,684,208
												Former Executive Vice	2018		$	550,000	$0	$1,960,185	$240,051	$101,750	$0	$60,953	$2,912,938
												President, Chief Legal
												Officer and Secretary
												Paul Myron	2020		$	450,000	$0	$302,507	$0	$291,600	$369,165	$45,575	$1,458,847
												Vice President and
												Controller

~~NOTES:~~Notes to 2020 Summary Compensation Table:

1
Column (a)—Named Executive Officers. The named executive officers include the Co-Chief Executive Officers, the Chief Financial Officer, and the three other most highly compensated executives who were serving as executive officers on December 31, 2020. Under applicable SEC rules, we have excluded 2018 compensation for Messrs. Plant and Marchuk, and 2018 and 2019 compensation for Messrs. Oal and Myron, as they were not named executive officers in those years. For purposes of determining the most highly compensated executive officers, the amounts shown in column (h) were excluded.

~~Mr. Hess’~~Column (c)—Salary. This column is equal to the actual base salary amount ~~includes $14,333~~each of the named executive officers were paid in ~~cash retainer received as~~2020.

Columns (e) and (f )—Stock Awards and Option Awards. The value of stock awards in column (e) and stock options in column (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.

Stock awards are valued at the market price of a ~~board member prior to his appointment as Interim CEO~~share of stock on ~~April 13, 2017. His stock award comprises $19,076 in RSUs received as a board member as part of his retainer and a $3,000,164 RSU grant awarded on October 23, 2017, for continued employment through~~ the ~~effective~~ date of grant as determined by the ~~new permanent CEO.~~

closing price of our common stock.

TABLE OF CONTENTS

~~2018~~2021 Proxy Statement

Executive Compensation (continued)

~~Mr. Kleinfeld’s salary amount reflects the time he served as Chairman and Chief Executive Officer~~For a discussion of the ~~Company until his separation from~~assumptions used to estimate the ~~Company on May 15, 2017. As Mr. Kleinfeld was not retirement-eligible at the time~~fair value of ~~separation, any unvested equity~~ stock awards and stock options, ~~were forfeited~~please refer to the following sections and ~~canceled, including his 2017 stock~~pages in the Company's Annual Report on Form 10-K for the year ended December 31, 2020: "Management's Discussion and ~~option awards~~Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation" on page 44, and the disclosures on "Stock-Based Compensation" in ~~their entirety.~~Note A and Note J to the Consolidated Financial Statements on pages 58 and 83 to 84, respectively.

Column (g)—Non-Equity Incentive Plan Compensation. Reflects cash payments made under the annual Incentive Compensation Plan for 2020 performance. See the "2020 Annual Cash Incentive Compensation Plan Design, Targets and Results" section on page 53.

Column (h)—Change in Pension Value and Nonqualified Deferred Compensation Earnings. The ~~following table sets forth~~amounts shown for Messrs. Giacobbe and Myron reflect the ~~grant-date~~aggregate change in the actuarial present value of accumulated benefits under all defined benefit and actuarial plans, including supplemental plans. The increases are largely attributable to changes in the ~~equity awards forfeited:~~discount rate used for measurement of pension obligations year over year. Messrs. Plant, Oal, and Marchuk 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 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.

Name Year
Total
Compensation
(from column j
above)
Forfeited
Equity
Awards
% of Total Equity
(columns e & f above)
Forfeited
Total
Compensation
Less Forfeited
Equity Awards

Klaus Kleinfeld
Former Chairman and
Chief Executive
Officer
2017 $ 16,590,491 $9,293,093 100% $7,297,398
2016 $ 16,805,788 $9,230,889 93% $7,574,899
2015 $ 17,486,229
$9,317,069
87% $8,169,160
Total Forfeited Equity Awards $27,841,051

~~Mr. Kollatz’s salary amount reflects~~Earnings on deferred compensation are not reflected in this column because the ~~time he served as Executive Vice President, Corporate Development, Strategy~~return on earnings is calculated in the same manner and ~~New Ventures until his termination of employment from the Company. As Mr. Kollatz was not retirement-eligible~~ at the ~~time~~same rate as earnings on externally managed investments of ~~termination, any unvested equity~~salaried employees participating in the tax-qualified 401(k) plan, and dividends on Company stock ~~awards and stock options were forfeited and canceled, including his 2016 and 2017 stock and option awards in their entirety.~~

Mr. Tragl’s salary amount reflects the time he served as Executive Vice President and Group President, Engineered Products and Solutions until his termination of employment from the Company. As Mr. Tragl was not retirement-eligibleare paid at the ~~time of termination, any unvested equity stock awards and stock options were forfeited and canceled, including his 2016 and 2017 stock and option awards in their entirety~~. ~~In addition~~same rate as dividends paid to the amounts disclosed under the “All Other Compensation” section below, Mr. Tragl also received a $150,000 cash sign-on bonus payment stipulated in his offer letter agreement in 2016, of which half was paid upon commencement of his employment in February 2016 and the remaining half upon his first anniversary of employment in February 2017.

shareholders.

Column ~~(i) –~~ (i )—All Other Compensation.

Company Contributions to Savings ~~Plans.~~Plans

~~Name~~

~~Company Matching Contribution~~

~~3% Retirement Contribution~~

~~Total Company~~
~~Contribution~~

~~Savings Plan~~

~~Def. Comp. Plan~~

~~Savings Plan~~

~~Def. Comp. Plan~~

~~David P. Hess~~

~~$0~~

~~$8,100~~

~~$15,550~~

~~$23,650~~

~~Kenneth J. Giacobbe~~

~~$15,567~~

~~$0~~

~~$15,567~~

~~Timothy D. Myers~~

~~$16,200~~

~~$3,133~~

~~$0~~

~~$19,333~~

~~Katherine H. Ramundo~~

~~$16,200~~

~~$16,800~~

~~$8,100~~

~~$13,398~~

~~$54,498~~

~~Eric V. Roegner~~

~~$16,200~~

~~$12,509~~

~~$8,100~~

~~$18,432~~

~~$55,241~~

~~Klaus Kleinfeld~~

~~$16,200~~

~~$15,730~~

~~$8,100~~

~~$0~~

~~$40,030~~

~~Christoph Kollatz~~

~~$16,200~~

~~$7,898~~

~~$8,100~~

~~$20,505~~

~~$52,703~~

~~Karl Tragl~~

~~$0~~

~~$8,100~~

~~$22,258~~

~~$30,358~~

~~Company Aircraft, Car Service and Security.~~ In 2017, the incremental costs for personal use of Company aircraft by Messrs. Kleinfeld and Hess were valued at $5,206 and $37,737, respectively. In addition, personal use of a Company car and driver was valued at $25,488 for Mr. Kleinfeld and $2,475 for Mr. Hess. The Company also covered maintenance of security features of Mr. Kleinfeld’s personal residence at a cost of $13,112 while he was Chairman and CEO of the Company.

~~Relocation and Other Expenses.~~ In 2017, Arconic provided relocation benefits totaling $306,116 and tax services of $2,888 to Mr. Giacobbe related to his move to New York, NY pursuant to his appointment as Executive Vice President and Chief Financial Officer of the Company. Mr. Hess was provided with benefits (related to his temporary housing arrangement as Interim CEO in New York, NY where the Company is headquartered, from his permanent residence in Connecticut) valued at $64,931, tax gross-ups of $36,815, tax services of $4,906 and spousal travel of $250. Messrs. Kollatz and Tragl were provided with tax and legal assistance services of $24,892 and $22,988, respectively.

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		$17,100		$78,900		$8,550		$35,450		$140,000
Tolga I. Oal		$8,550		$36,973		$8,550		$31,797		$85,870
Kenneth J. Giacobbe		$17,100		$0		$8,550		$49,125		$74,775
Neil E. Marchuk		$17,100		$18,360		$8,550		$15,900		$59,910
Katherine H. Ramundo		$17,100		$17,850		$8,550		$37,825		$81,325
Paul Myron		$17,100		$0		$8,550		$19,925		$45,575

5759

TABLE OF CONTENTS

~~2018~~2021 Proxy Statement

Executive Compensation (continued)

~~Severance Payments.~~2020 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 Options (#)	Exercise or Base Price of Option Awards ($/sh)	2020 Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Dates	Threshold ($)			Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/sh)	2020 Grant Date Fair Value of Stock and Option Awards ($)
(a)	(b)	(c)			(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
John C. Plant
	4/2/2020									1,000,000			$12,500,000
	6/9/2020									485,000			$7,834,600
	4/2/2020						0	2,100,000	2,100,000				$16,916,408
Tolga I. Oal			$	383,592	$767,183	$2,301,549
	5/7/2020						0	176,917	353,834	117,945			$3,500,012
Kenneth J.			$	286,250	$572,500	$1,717,500
Giacobbe	5/7/2020						0	70,767	141,534	47,178			$1,400,007
Neil E.			$	307,500	$615,000	$1,845,000
Marchuk	5/7/2020						0	83,404	166,808	55,603			$1,650,013
Katherine H.			$	292,750	$582,500	$1,747,500
Ramundo	5/7/2020						0	50,548	101,096	33,699			$1,000,012
Paul Myron			$	135,000	$270,000	$810,000
	5/7/2020						0	15,291	30,582	10,194			$302,507

~~As previously disclosed on~~1

For the ~~Company’s Form 10-Q~~NEOs other than Mr. Plant, the amounts reported are the potential amounts for annual cash IC for 2020. Actual amounts earned are reflected in the ~~quarter ended June 30, 2017,~~2020 Summary Compensation Table. For more information about annual cash IC awards made under the Incentive Compensation Plan, see "Compensation Discussion and Analysis." Mr. ~~Kleinfeld~~Plant was ~~paid the following~~not eligible for a cash incentive award in ~~accordance with the terms~~2020.

Performance-based restricted share units were granted to Mr. Plant as part of his ~~separation agreement dated July 31, 2017:~~

•

~~Lump sum severance~~letter agreements in 2020. The initial grant on 4/2/2020 was for a maximum of ~~$5,000,000.~~1,800,000 shares and the award was subsequently modified on 6/9/2020. For a complete description of the performance restricted share units granted to Mr. Plant in 2020, see page 55. For all other NEOs, the amounts shown in columns (f) through (h) represent the performance restricted share units granted in 2020, as described on page 54.

•3

A prorated bonus for 2017 of $1,000,000 (representing the greater of (i) 37% of the annual bonus to which Mr. Kleinfeld would have been entitled had he remained employed through the end of 2017 and (ii) $1,000,000, as stipulatedTime-vested restricted share unit awards granted in ~~his separation agreement).~~

•

~~Continuation of health care benefits for two years~~ ~~(with an estimated value of $30,948)~~.

~~Pursuant to the Company’s Executive Severance Plan, Mr. Kollatz will be paid the following on March 31, 2018, in accordance with the terms of his separation agreement dated September 30, 2017:~~

•

~~Lump sum severance of $937,125, which is equivalent to annual salary and annual target incentive compensation.~~

•

~~Lump sum payment of $56,228, which is equivalent to two years of annual 3% Company ERIC contribution.~~

•

~~Continuation of health care benefits for one year~~ ~~(with an estimated value of $15,521)~~.

~~Pursuant to the Company’s Executive Severance Plan, Mr. Tragl will be paid the following on May 1, 2018, in accordance with the terms of his separation agreement dated October 31, 2017:~~

•

~~Lump sum severance of $1,100,000, which is equivalent to annual salary and annual target incentive compensation.~~

•

~~Lump sum payment of $66,000, 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 $30,412)~~.2020.

TABLE OF CONTENTS

~~2018~~2021 Proxy Statement

Executive Compensation (continued)

~~2017 Grants of Plan-Based~~2020 Outstanding Equity Awards at Fiscal Year-End

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 Options 4 (#)	Exercise or Base Price of Option Awards ($/sh)	2017 Grant Date Fair Value of Stock and Option Awards ($)	Name	Option Awards						Stock Awards
		Threshold ($)			Target ($)	Maximum5 ($)	Threshold (#)	Target (#)	Maximum (#)						Number of Securities Underlying Unexercised Options (Exercisable)1 (#)	Number of Securities Underlying Unexercised Options (Unexercisable)1 (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	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)	(k)	(l)	(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)
David P. Hess	3/10/2017									711			$19,076	John C. Plant
	10/23/2017									123,210			$3,000,164	Stock Awards							2,835,000 5	$80,910,900	810,833	$23,141,174
Kenneth J. Giacobbe			$	246,667	$493,333	$1,479,999								Tolga I. Oal
	1/13/2017						0	61,340	122,680		51,760	$21.13	$1,672,884	Stock Awards							173,230 6	$4,943,984	176,917	$5,049,211
Katherine H. Ramundo			$	275,000	$550,000	$1,650,000								Kenneth J. Giacobbe
	1/13/2017						0	45,440	90,880		38,340	$21.13	$1,239,234	Stock Awards							163,826 7	$4,675,594	70,767	$2,019,690
Timothy D. Myers			$	176,272	$352,543	$1,057,629								Time-Vested Options	5,255		—	—	$21.98	1/20/2022
	1/13/2017						0	43,170	86,340		36,430	$21.13	$1,177,360		53,978		—	—	$20.27	1/13/2027
Eric V. Roegner			$	213,197	$426,394	$1,279,182									17,047		8,523	—	$28.98	1/19/2028
	1/13/2017						0	16,920	33,840	16,920			$729,590	Neil E. Marchuk
Klaus Kleinfeld	1/13/2017						0	340,750	681,500		287,540	$21.13	$9,293,093	Stock Awards							156,991 8	$4,480,523	83,404	$2,380,350
Christoph Kollatz			$	150,610	$301,219	$903,657								Katherine H. Ramundo9
	1/13/2017						0	98,920	197,840		83,470	$21.13	$2,697,773	Stock Awards							143,777 9	$4,103,396	50,548	$1,442,640
Karl Tragl			$	227,084	$454,167	$1,362,501								Time-Vested Options	39,983		—	—	$20.27	1/13/2027
	1/13/2017						0	90,870	181,740		76,680	$21.13	$2,478,248		17,047		8,523	—	$28.98	1/19/2028
														Paul Myron
														Stock Awards							72,020 10	$2,055,451	15,291	$436,405
														Time-Vested Options	7,386		—	—	$21.98	1/20/2022
															26,313		—	—	$19.19	1/16/2023
															9,511		4,755	—	$28.98	1/19/2028

~~2017 annual cash incentive compensation awards made under the Incentive Compensation Plan, see “Compensation Discussion~~No new time-vested options were granted in 2019 or 2020. Options shown have a term of ten years and ~~Analysis.”~~

~~Performance-based restricted share units, granted under the 2013 Arconic Stock Incentive Plan, as amended and restated, which~~ordinarily vest ~~on the third anniversary of grant, subject to achievement of performance conditions and~~ratably over three years (one-third each year), generally subject to continued employment. ~~See “Compensation Discussion~~Unexercisable options in column (c) vested on January 19, 2021.

Stock awards in column (g) include time-vested RSU awards and ~~Analysis.”~~earned PRSU awards, subject generally to continued employment.

~~Time-vested restricted share unit awards granted under~~Calculated using the ~~2013 Arconic Stock Incentive Plan, as amended and restated. Mr. Hess’s 711 restricted share units were earned for Board service and vested~~closing price of Howmet Aerospace common stock on the date of the 2017 Annual Meeting of Shareholders, with settlement deferred pursuant to the Amended and Restated Deferred Fee Plan for Directors. His 123,210 restricted share units reflect his October 2017 award grant for service as Interim CEO,December 31, 2020, which vested on January 15, 2018, and will be settled in three equal installments on each of the first three anniversaries of the vesting date. Mr. Roegner’s restricted share units will vest 3 years after the grant date.was $28.54 per share.

~~Time-vested stock options granted under~~Stock awards in column (i) include unearned PRSU awards at the ~~2013 Arconic Stock Incentive Plan, as amended and restated, which vest ratably over a three-year period,~~target level. Subject generally ~~subject~~ to ~~continue~~continued employment and ~~have a maximum term of ten years.~~performance, PRSU awards in this column will vest on May 7, 2023, other than Mr. Plant’s awards, which comprise 60,833 PRSUs that vested on March 31, 2021 and 750,000 PRSUs that will vest on March 31, 2023, if earned.

Mr. Plant’s stock awards vest as follows: 333,334 shares vested on March 31, 2021; 161,667 shares will vest on June 9, 2021; 495,000 shares will vest on March 31, 2022; and 1,844,999 shares will vest on March 31, 2023.

Mr. Oal’s stock awards vest as follows: 27,643 shares on May 15, 2021; 27,642 shares on May 15, 2022; and 117,945 shares on May 7, 2023.

Mr. Giacobbe’s stock awards vest as follows: 37,687 shares vested on January 19, 2021; 78,961 shares will vest on February 28, 2022; and 47,178 shares will vest on May 7, 2023.

Mr. Marchuk’s stock awards vest as follows: 50,694 shares vested on March 15, 2021; 50,694 shares will vest on March 15, 2022; and 55,603 shares will vest on May 7, 2023.

TABLE OF CONTENTS

~~2018~~2021 Proxy Statement

Executive Compensation (continued)

~~2017 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)~~

~~David P. Hess~~

~~Stock Awards~~1

—

~~123,210~~

~~$3,357,473~~

—

~~Kenneth J. Giacobbe~~

~~Stock Awards~~2

~~25,091~~

~~$683,730~~

~~71,765~~

~~$1,955,596~~

~~Time-Vested Options~~4

~~5.040~~

—

~~$22.92~~

~~1/20/2022~~

~~51,760~~

~~$21.13~~

~~1/13/2027~~

~~Katherine H. Ramundo~~

~~Stock Awards~~2

~~18,747~~

~~$510,856~~

~~45,440~~

~~$1,238,240~~

~~Time-Vested Options~~4

—

~~38,340~~

—

~~$21.13~~

~~1/13/2027~~

~~Timothy D. Myers~~

~~Stock Awards~~2

~~21,351~~

~~$581,815~~

~~51,879~~

~~$1,413,703~~

~~Time-Vested Option~~4

~~10,332~~

—

~~$30.51~~

~~1/26/2020~~

~~9,027~~

—

~~$22.92~~

~~1/20/2022~~

—

~~36,430~~

—

~~$21.13~~

~~1/13/2027~~

~~Eric V. Roegner~~

~~Stock Awards~~2

~~55,295~~

~~$1,506,789~~

~~34,690~~

~~$945,303~~

~~Time-Vested Options~~4

~~6,790~~

—

~~$36.60~~

~~1/25/2021~~

~~11,317~~

—

~~$22.92~~

~~1/20/2022~~

~~10,012~~

—

~~$20.01~~

~~1/16/2023~~

~~10,874~~

~~21,747~~

—

~~$15.19~~

~~1/19/2026~~

~~Klaus Kleinfeld~~3

~~Stock Awards~~

~~Time-Vested Options~~

—

~~Christoph Kollatz~~3

~~Stock Awards~~

—

~~Time-Vested Options~~

~~Karl Tragl~~3

~~Stock Awards~~

—

~~Time-Vested Options~~

~~Calculated using~~Ms. Ramundo voluntarily resigned from the ~~closing price~~Company on February 19, 2021 and forfeited any unvested awards as of ~~Arconic’s common~~such date. The vesting dates of her stock ~~on December 29, 2017, which was $27.25 per share.~~

~~For Mr. Hess, 711 vested deferred restricted share units earned for Board service are not included~~awards in ~~this table. The amount in the table reflects his October 2017 award grant, which~~column (g): 37,687 shares vested on January ~~15, 2018,~~19, 2021; 72,391 and ~~will be settled in three equal installments~~33,699 shares would have vested on ~~each of the first three anniversaries of the vesting date.~~

February 28, 2022 and May 7, 2023, respectively.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

210

Stock awards 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. AllMr. Myron’s stock awards ~~are in the form of restricted share units that~~ vest ~~three years from the date of grant, generally subject to continued employment~~as follows: 5,410 shares vested on January 19, 2021; 33,786 shares will vest on May 16, 2021; 22,630 shares will vest on February 28, 2022; and ~~are paid in common stock when they vest.~~10,194 shares will vest on May 7, 2023.

~~As Messrs. Kleinfeld, Kollatz and Tragl were not retirement-eligible at the time of separation and termination of employment, any unvested equity awards were forfeited and canceled.~~

Time-vested options include stock options granted on the regular annual grant date when the Compensation Committee meets in January. Options granted since 2009 have a term of ten years and vest over three years (1/3 each year), generally subject to continued employment.

~~2017~~2020 Option Exercises and Stock Vested

Name	Option Awards				Stock Awards		Name	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)		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)	(a)	(b)	(c)	(d)	(e)
David P. Hess	—			—	—	—	John C. Plant	—	—	1,669,165	$43,552,035
Kenneth J. Giacobbe	—			—	13,983	$290,007	Tolga I. Oal	—	—	27,643	$297,715
Katherine H. Ramundo	—			—	—	—	Kenneth J. Giacobbe	—	—	108,030	$3,432,554
Timothy D. Myers	—			—	13,358	$277,045	Neil E. Marchuk	—	—	86,517	$1,534,867
Eric V. Roegner	—			—	22,795	$472,768	Katherine H. Ramundo	—	—	35,580	$1,084,478
Klaus Kleinfeld	753,485		$	2,989,195	274,023	$5,683,237	Paul Myron	—	—	39,032	$1,152,207
Christoph Kollatz	—			—	—	—
Karl Tragl				—	—	—

~~2017 CEO Pay Ratio~~

~~Background~~

In August 2015, the Securities and Exchange Commission (SEC) adopted rules implementing Section 953(b) of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act. The provision requires a public company to disclose the median annual total compensation among all employees (excluding the principal executive officer (PEO), which in the case of the Company would be the CEO), the annual total compensation of the CEO, and the ratio of the annual total compensation of the CEO to that of the median annual total compensation among all other employees. The effective date of the final rule was the first fiscal year beginning on or after January 1, 2017.

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.

~~Methodology and Determined Ratio~~

This information is provided for compliance purposes only and is a reasonable estimate calculated in a manner consistent with SEC rules governing such disclosure. The Company does not believe that the ratio fully gauges the Company’s compensation philosophy, overall policy and practices and may not necessarily take into consideration the wide array of countries where the Company operates and employees are based, local pay practices, variance in the cost of living and benefits from country to country or region to region, relative CEO pay alignment to peer companies and a myriad of other factors that influence individual pay decisions.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

The Company’s CEO pay ratio is calculated in accordance with SEC guidelines pursuant to Item 402(u) of Regulation S-K. 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, which is within the last three months of the Company’s fiscal year, the period allowed to identify a company’s median employee. Once the median employee was identified using this consistently-applied compensation metric (CACM), we calculated the median employee’s total compensation on the basis of the proxy statement summary compensation table rules. The estimated total compensation of the median employee based on this methodology and criteria for 2017 is $52,243.

In cases where there has been more than one CEO during the year, which has been the case for Arconic in 2017 for which the pay ratio initially applies, a company is allowed a choice between two options in calculating the annual total compensation for its CEO: (1) The total compensation may be the sum as reflected in the Summary Compensation Table of the total compensation for each person who served as CEO during the year; or (2) A company may annualize the total compensation for a CEO who served on the date the Company selects as the date to determine its median employee. For purposes of calculating the Company’s CEO pay ratio, the Company has applied the second option of annualizing total CEO compensation paid to David Hess as Interim CEO on the date the median employee was determined. As a result, the total annualized compensation for Mr. Hess was $5,015,032 based on annualized base salary amount of $1,100,004, actual annual bonus of $744,100, a stock award grant of $3,000,164 and all other compensation of $170,764. The total annual compensation amount does not include the prorated $14,333 cash retainer and $19,076 in RSUs he received as a board member prior to his appointment as Interim CEO, as he would not have been entitled to such amounts as an employee of the Company.

~~Consequently, the annual CEO total compensation is 96 times that of the median annual total compensation of all other employees in 2017.~~

~~Additional Information~~

As mentioned above, different considerations underlay the determinations made in connection with Mr. Hess’s compensation than would apply to the determination of a compensation package for a long-term chief executive officer. Therefore, we do not expect the CEO pay ratio based on Mr. Hess’s total annualized compensation to be representative for the Company in future periods with a permanent CEO. Consequently, although we are not required to disclose additional information for subsequent reporting periods, the Company is providing additional information with regard to the calculation of the CEO pay ratio applying the total compensation for our current CEO, Mr. Blankenship. Under the terms of his letter agreement dated October 19, 2017, Mr. Blankenship’s target total direct compensation (excluding sign-on cash bonus and equity awards) will be $11,625,000 comprising (1) base salary of $1,250,000, (2) an annual incentive compensation target of 150% of base salary, or $1,875,000, and (3) annual equity with a grant date fair value of $8,500,000. Based on this amount, the CEO pay ratio using the 2017 median-paid employee compensation amount of $52,243 would be 223. Including his one-time sign-on award total of $7,650,000, comprising stock options and RSUs with respective grant date fair values of $4,000,000 and $3,000,000 and a cash payment of $650,000, and estimated all other compensation of $300,000, the CEO pay ratio would be 375.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

~~2017~~2020 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

$627,4007

Excess Benefits Plan C

$868,769

Total

$1,496,176

N/A

Paul Myron

Howmet Aerospace Retirement Plan

29.27

$2,189,886

Excess Benefits Plan C

$1,455,339

Total

$3,645,225

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~~

~~13.53~~

~~$399,595~~

~~Excess Benefits Plan C~~

~~$553,118~~

~~Total~~

~~$952,713~~

~~N/A~~

~~Timothy D. Myers~~

~~Arconic Retirement Plan~~

~~26.27~~

~~$1,000,667~~

~~Excess Benefits Plan C~~

~~$1,390,275~~

~~Total~~

~~$2,390,942~~

~~N/A~~

~~Klaus Kleinfeld~~

~~Individual Agreement~~

~~9.63~~

~~$19,698,419~~

~~$175,062~~

Ms. Ramundo and Messrs. ~~Hess, Roegner, Kollatz,~~Plant, Oal, and ~~Tragl~~Marchuk 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~~Company's Annual Report on Form 10-K for the year ended December 31, ~~2017: “~~2020: "~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Pension and Other Postretirement Benefits”" on pages 43 to 44 and the disclosures on "Pension and Other Postretirement Benefits" in Note TH to the Consolidated Financial ~~Statements.~~Statements on pages 70 to 72, respectively.

Qualified Defined Benefit Plan. In ~~2017,~~2020, Messrs. Giacobbe and ~~Myers~~Myron 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. Benefits under the plan are based upon years of service and final average ~~earnings.~~earnings as of March 31, 2018. Final average earnings include salary plus 100% of annual cash incentive compensation and are calculated using, for Mr. Myron, the average of the highest five of the last ten years of earnings, ~~(high~~and for Mr. Giacobbe, the highest 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 ~~$270,000~~$275,000 for ~~2017.~~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

TABLE OF CONTENTS

2021 Proxy Statement

Executive Compensation (continued)

service after April 1, 2018 are no longer reflected as the Company moved all future benefits to the Howmet Aerospace Retirement Savings Plan. Benefits are payable as a single life annuity, a reduced 50% joint and survivor annuity, or a reduced 75% joint and survivor annuity, ~~upon retirement.~~or a single lump sum payment, as permissible, after termination of employment.

Nonqualified Defined Benefit Plans. Messrs. Giacobbe and ~~Myers~~Myron participate 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.

~~Individual Agreements.~~ Mr. Kleinfeld is entitled to a supplemental retirement benefit payable annually after retirement equal to the excess of the product of 4.35% multiplied by years of service multiplied by average final compensation, over a retirement pension payable by Siemens AG (Mr. Kleinfeld’s previous employer).

~~Arconic~~Howmet Aerospace Retirement Savings Plan. For U.S. salaried employees, ~~hired on or after March 1, 2006, including Messrs. Hess, Roegner, Kleinfeld, Kollatz, and Tragl and Ms. Ramundo,~~ 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 as a pension contribution in lieu of a defined benefit pension plan, which was available to employees hired before March 1, 2006.~~Plan. The Company contributed ~~$8,100~~$8,550 to each of ~~these individuals’~~the named executive officers accounts in ~~2017.~~2020. 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 ~~2017,~~2020, the Company matching contribution amount was ~~$16,200~~$17,100 for each of the named executive officers except Mr. Oal for ~~Messrs. Myers, Roegner, Kleinfeld, Kollatz, and Ms. Ramundo and $15,567 for Mr. Giacobbe.~~whom the Company's matching contribution was $8,550. These amounts are included in the column “"All Other Compensation”" in the “"~~2017~~2020 Summary Compensation ~~Table~~Table.~~” on page~~ 56.

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~~2018 Proxy Statement~~

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

~~2017~~2020 Nonqualified Deferred Compensation

Name	Executive Contributions in 2017 ($)			Registrant Contributions in 2017 ($)			Aggregate Earnings in 2017 ($)			Aggregate Withdrawals Distributions ($)			Aggregate Balance at 12/31/2017 FYE ($)			Name	Executive Contributions in 2020 ($)			Registrant Contributions in 2020 ($)			Aggregate Earnings in 2020 ($)			Aggregate Withdrawals Distributions ($)			Aggregate Balance at 12/31/2020 FYE ($)
(a)	(b)			(c)			(d)			(e)			(f)			(a)	(b)			(c)			(d)			(e)			(f)
David P. Hess		$	0		$	15,550		$	343 E			—		$	15,893	John C. Plant		$	78,900		$	114,350		$	33,422E		$	0		$	405,007
								$	0 D															$	0D
Kenneth J. Giacobbe		$	0		$	0		$	451 E			—		$	24,451	Tolga I. Oal		$	47,695		$	68,770		$	77,485E		$	0		$	235,302
								$	0 D															$	29D
Timothy D. Myers		$	8,667		$	3,133		$	125,879 E			—		$	480,313	Kenneth J. Giacobbe		$	0		$	49,125		$	1,553E		$	0		$	94,207
								$	3,631 D															$	0D
Katherine H. Ramundo		$	16,800		$	30,198		$	1,844 E			—		$	48,842	Neil E. Marchuk		$	36,900		$	34,260		$	12,351E		$	0		$	136,915
								$	0 D															$	0D
Eric V. Roegner		$	79,497		$	30,941		$	402,211 E			—		$	2,055,646	Katherine H. Ramundo		$	17,850		$	55,675		$	29,247E		$	0		$	266,921
								$	334 D															$	0D
Klaus Kleinfeld		$	15,730		$	15,730		$	325,697 E		$	1,803,624		$	0	Paul Myron		$	0		$	19,925		$	3,921E		$	0		$	30,438
								$	2,766 D															$	0D
Christoph Kollatz		$	7,898		$	28,403		$	14,321 E			—		$	106,452
Karl Tragl		$	0		$	22,258		$	3,068 E			—		$	30,365

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.

The Company contributes matching contributions on employee base salary deferrals that exceed the limits on compensation imposed by the U.S. tax code. In ~~2017,~~2020, the Company Deferred Compensation Plan matching contribution amount was ~~$15,730~~$78,900 for Mr. ~~Kleinfeld, $3,133~~Plant, $36,973 for Mr. ~~Myers, $12,509~~Oal, $18,360 for Mr. ~~Roegner, $16,800~~Marchuk, and $17,850 for Ms. ~~Ramundo, and $7,898 for Mr. Kollatz.~~Ramundo. No matching contributions were made for Messrs. ~~Hess,~~ Giacobbe ~~or Tragl,~~and Myron as they did not make any deferred elections under the ~~plan.~~

Deferred Compensation Plan. In addition, when the U.S. tax code limits on Employer Retirement Income Contributions

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Executive Compensation (continued)

(ERIC) and 2020 transition contributions, if applicable, to the ~~Arconic~~Company's Retirement Savings Plan are reached, the ERIC and transition contributions are made into the Deferred Compensation Plan. In ~~2017,~~2020, the Company contributed ~~$18,432~~$35,450 for Mr. ~~Roegner, $15,550~~Plant, $31,797 for Mr. ~~Hess, $20,505~~Oal, $49,125 for Mr. ~~Kollatz, $22,258~~Giacobbe, $15,900 for Mr. ~~Tragl, and $13,398~~Marchuk, $37,825 for Ms. ~~Ramundo.~~Ramundo, and $19,925 for Mr. Kleinfeld did not receive these deferred compensation contributions due to his individual pension agreement. Messrs. Giacobbe and Myers do not receive these deferred compensation contributions because they participate in the Company’s defined benefit pension plan.

Myron. These amounts are included in the column “"All Other Compensation”" in the “"~~2017~~2020 Summary Compensation ~~Table~~Table.~~” on~~ ~~page 57~~."

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~~individual's election, account balance and retirement eligibility.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

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, 2020, he would have been entitled to:

In connection with his termination of employment without cause or for good reason, a cash severance payment of $3,200,000;

ii.

In connection with his termination of employment without cause or for good reason, immediate vesting of his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $29,924,190 on December 31, 2020, and in connection with his death or disability, immediate vesting of a prorated portion of those awards, which were valued at $7,487,880 on December 31, 2020;

iii.

Immediate vesting of the 1,350,000 PRSUs granted in 2020 that were earned in 2020 through the achievement of the stock price hurdles, which were valued at $38,529,000 on December 31, 2020, with the remaining 750,000 PRSUs forfeited; and

iv.

The opportunity to earn the 60,833 PRSUs of the one remaining stock-price-vesting tranche of his August 15, 2019 PRSU award, which was valued at $1,736,174 as of December 31, 2020.

Per his letter agreements, if after a change in control on December 31, 2020, 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 $17,608,500, 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 his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $29,924,190 on December 31, 2020;

iii.

iv.

The opportunity to earn the 60,833 PRSUs of the one remaining stock-price-vesting tranche of his August 15, 2019 PRSU award, which was valued at $1,736,174 as of December 31, 2020.

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.

Executive Severance ~~Agreements.~~Plan. ~~The Company adopted a new~~Messrs. Oal, Giacobbe, Marchuk, Myron and Ms. Ramundo were eligible for the Company's Executive Severance Plan ~~effective as of February 27, 2017. All of the continuing NEOs, as well as Mr. Blankenship, participate in the plan.~~during 2020. 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 will receive a cash severance payment equal to one year of base salary and one year of target annual cash incentive, ~~(two years for the Chief Executive Officer),~~ continued health care benefits for a two-year period, and two additional years of retirement accrual calculated as described in the plan.

~~As shown in the Summary~~

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2021 Proxy Statement

Executive Compensation Table above and described in the accompanying footnotes, during 2017, Messrs. Tragl and Kollatz received severance payments and benefits under the plan. Mr. Kleinfeld did not receive severance in accordance to the terms of the plan upon his separation from the Company in May 2017 but received severance payments pursuant to his separation agreement dated July 31, 2017.(continued)

The following table shows the severance payments and benefits that would have been payable to ~~Messrs. Giacobbe, Myers and Roegner and Ms. Ramundo~~the NEOs under the Executive Severance Plan upon a termination without cause on December 31, ~~2017. Mr. Hess was not~~2020.

Name	Cash Severance Payment			Two Years Additional Retirement Accrual			Value of continued active health care benefits			Total
Tolga I. Oal		$	3,500,000		$	105,000		$	45,733		$	3,650,733
Kenneth J. Giacobbe		$	1,150,000		$	119,828		$	45,184		$	1,315,012
Neil E. Marchuk		$	1,236,000		$	74,160		$	15,655		$	1,325,815
Katherine H. Ramundo		$	1,170,000		$	70,200		$	618		$	1,240,818
Paul Myron		$	900,000		$	53,857		$	23,124		$	976,981

Change in Control Severance Benefits. Messrs. Oal, Giacobbe, Marchuk, Myron and Ms. Ramundo were eligible for the ~~Executive Severance Plan.~~

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
Kenneth J. Giacobbe $ 979,029 $ 96,997 $ 39,906 $ 1,115,933
Timothy D. Myers $ 1,027,981 $ 149,174 $ 40,579 $ 1,217,734
Katherine H. Ramundo $ 1,076,932 $ 64,616 $ 595 $ 1,142,143
Eric V. Roegner $ 1,037,771 $ 62,266 $ 595 $ 1,100,632

~~Potential Payments upon a Change in Control.The Company maintains a~~Company's Change in Control Severance Plan ~~for certain key executives, including the continuing NEOs and Mr. Blankenship.~~during 2020. 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’~~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.

~~Effective February 27, 2017, the Compensation Committee reduced~~Upon a qualifying termination, the severance benefits under the Change in Control Severance Plan for participants other than the Chief Executive Officer, bringing them in line with current market practices in the Company’s peer group. Consequently, the current benefit for continuing NEOs who experience a qualifying termination isare: (i) a cash payment equal to two 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) continuation of health care benefits for two years, ~~(iii)~~(iv) two additional years of applicable pension credit and company savings plan contributions, and ~~(iv)~~(v) six months of outplacement benefits. ~~The multiple on these benefits (i-iii) 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~~Amended and ~~restated,~~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 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.

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~~2018 Proxy Statement~~

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

The following table shows the severance payments and benefits that would have been payable to ~~the continuing NEOs under the Change in Control Severance Plan~~Ms. Ramundo and Messrs. Oal, Giacobbe, Myers and Marchuk if both a change in control and a termination without cause or resignation for good reason occurred on December 31, ~~2017, under the terms of the plan as in effect on such date,~~2020, 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~~Company's closing stock price on December ~~30, 2017,~~31, 2020, which was ~~$27.25~~$28.54 per share. ~~Mr. Hess was not eligible for the Change in Control Severance Plan.~~

Name	Value of change in control severance and benefits			Value of equity awards on 12/31/2020 that would have immediately vested
Tolga I. Oal		$	5,635,616		$	9,993,195
Kenneth J. Giacobbe		$	2,534,012		$	6,695,284
Neil E. Marchuk		$	2,635,975		$	6,860,873
Katherine H. Ramundo		$	2,481,018		$	5,546,036
Paul Myron		$	1,293,417		$	2,491,856

~~Change in Control Severance Benefits~~

Name Estimated net
present value of
change in control
severance and benefits
Kenneth J. Giacobbe $ 3,008,018
Timothy D. Myers $ 4,032,065
Katherine H. Ramundo $ 2,790,445
Eric V. Roegner $ 2,654,182

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2021 Proxy Statement

Executive Compensation (continued)

Retirement Benefits. If Mr. Giacobbe had voluntarily terminated employment as of December 31, ~~2017,~~2020, it is estimated that his pension would have paid an annual annuity of ~~$42,705~~$45,516 starting at age 55. If Mr. ~~Myers~~Myron had voluntarily terminated employment as of December 31, ~~2017,~~2020, it is estimated that his pension would have paid an annual annuity of ~~$204,592~~$134,368 starting at age 54 until age 62, and $169,286 from age 62.

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

2020 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 2020 if employed for less than the full year) in and outside the United States as of December 31, 2020. Once the median employee was identified using this consistently applied compensation metric (CACM), 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 2020 is $58,020.

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 are Co-CEOs of the Company. As a result, the total CEO compensation was $44,151,179. Consequently, the annual CEO total compensation is 761 times that of the median annual total compensation of all other employees in 2020.

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~~2018~~2021 Proxy Statement

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated~~

We are seeking shareholder approval of an amendment to the 2013 Arconic Stock Incentive Plan, as amended and restated (the “Plan”), for the sole purpose of replacing the Plan’s existing annual limit on equity compensation payable to a non-employee director of the Company with an overall cap on the total compensation, whether equity or cash, payable to a non-employee director for a calendar year. The amendment was approved by the Board on March 27, 2018, subject to approval by our shareholders at the 2018 Annual Meeting.

The Plan currently contains a limit of $250,000 on the value of equity awards that may be granted to a non-employee director in a one-year period. We are proposing to replace this equity-specific limit with a new overall limit such that the aggregate value of equity awards or other awards granted under the amended Plan (the “Amended 2013 Plan”) and any other cash compensation paid to any individual non-employee director as compensation for services as a director may not exceed $750,000 for any calendar year.

The adoption of an overall compensation limit would conform with emerging corporate governance best practices and establish transparent, fixed parameters within which director compensation can be set so as to mitigate the risk of litigation challenging such compensation. The new overall limit is consistent with our director compensation policy to strike an appropriate balance between equity and cash compensation, thereby fostering alignment of director interests with those of our shareholders and enabling us to provide director compensation that is market-competitive with that provided by similarly situated companies over time. As non-employee directors may elect to receive their cash fees in the form of deferred restricted share units granted under the Amended 2013 Plan, the introduction of an overall annual compensation limit, rather than an equity-specific limit, may enable directors to increase the extent to which they can use their cash fees to increase their ownership of Arconic shares, further aligning director interests with those of shareholders.

The Board established the non-employee director total annual compensation limit after engaging independent compensation consultant, Pearl Meyer & Partners, LLC, to conduct a review of our director compensation program. In determining the limit, the Board reviewed survey data regarding director compensation provided by companies within Arconic’s CEO Peer Group (for list of peers, see the ~~“Compensation Discussion and Analysis”~~), as well as within a broader group of similarly situated companies. The proposed new limit is set above current director compensation levels to allow for reasonable increases in annual compensation over time, to enable the Board to provide additional compensation to address unanticipated services required from Board members in certain circumstances, and to attract and retain outstanding director candidates who have the requisite experience and background necessary to exercise oversight of a complex global organization like Arconic. The average compensation of our non-employee directors for 2017, assuming all directors as of December 31, 2017 served in their roles for the full year, was $275,375. The new proposed overall limit is approximately 2.7 times the directors’ average 2017 compensation. We believe the limit is consistent with typical market practice and highlights the proactive and prudent nature of our compensation policies.

The amendment to the Plan does not increase the aggregate number of shares reserved for grant under the Amended 2013 Plan, increase compensation to participants or otherwise add to the Company’s costs under the Amended 2013 Plan, or extend the termination date of the Amended 2013 Plan.

For the reasons outlined above, the Board believes that it is in the best interests of the Company and our shareholders to approve the Amended 2013 Plan, in order to establish an appropriate overall limit on annual non-employee director compensation.

~~The Board of Directors recommends a vote “FOR” ITEM 4, the approval of the 2013 Arconic Stock Incentive Plan, as amended and restated.~~

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~~2018 Proxy Statement~~

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

~~Material Changes to the Plan~~

The only material change to the Plan is the introduction of an overall limit of $750,000 on the total compensation that may be granted or paid, whether in equity or cash, to any individual non-employee director as compensation for services as a director for any calendar year. This overall total compensation limit expands and replaces the Plan’s prior limit on the equity awards that may be granted to a non-employee director in a one-year period, which was $250,000 and did not encompass a limitation on other awards or cash compensation that may be paid to a non-employee director.

~~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 (for purposes of this Item, the “Committee”), to make 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.

~~Number of Shares Reserved under the Plan~~

Effective as of its approval by the Company’s shareholders on May 6, 2016, up to 46,666,666 shares of the Company’s common stock may be issued under the Amended 2013 Plan, 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. As noted above, the amendment to the Plan does not increase the aggregate number of shares reserved for grant under the Amended 2013 Plan.

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.

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. With respect to awards granted under the Amended 2013 Plan and awards previously granted under prior plans that are outstanding on the date that the Amended 2013 Plan becomes effective, if any of these outstanding awards are subsequently forfeited, cancelled or expire, the shares underlying such awards (applying the share counting usage at grant) will become available for issuance under the Amended 2013 Plan.

~~Administration of the Amended 2013 Plan~~

Under the Amended 2013 Plan, the Compensation and Benefits Committee of the Board, 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

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~~2018 Proxy Statement~~

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

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 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 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.

~~Eligibility~~

All employees of Arconic and its subsidiaries and all non-employee directors of Arconic are eligible to be selected as participants. As December 31, 2017, approximately 41,500 employees, including eight executive officers, and 12 non-employee directors were eligible to receive awards under the Amended 2013 Plan. As of March 15, 2018, approximately 1,750 employees, including seven executive officers, and 12 non-employee directors hold awards under the Amended 2013 Plan.

~~Term~~

~~No award may be granted under the Amended 2013 Plan after May 2, 2023.~~

~~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 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.~~

~~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 for a change in corporate structure or as provided for substitute awards (see ~~“Adjustment Provision”~~ ~~and~~ ~~“Substitute Awards”~~ ~~below). The minimum vesting period for stock options is one year. The maximum term of stock options granted is ten years. The Committee has discretion to cap the amount of gain that may be~~

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~~2018 Proxy Statement~~

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

obtained in the exercise of the stock option. Stock options with a reload feature will not be granted under the Amended 2013 Plan. 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 for a change in corporate structure 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. Unless otherwise determined by the Committee, any related stock option will no longer be exercisable to the extent the SAR has been exercised, and the exercise of an option will cancel the related SAR. 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. The minimum vesting period of a stock appreciation right is one year.

~~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. Restricted share awards that are restricted only on the passage of time will have a minimum three-year pro-rata restriction period (the restrictions lapse each year as to 1/3 of the restricted share awards); provided, however, that a restriction period of less than this period may be approved for awards with respect to up to 5% of the shares authorized under the Amended 2013 Plan. A recipient of a restricted share award has the right to vote the shares and receive dividends on them 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. Restricted share units that are vested only on the passage of time have a minimum three-year pro-rata vesting period (1/3 vests each year), provided, however, that a vesting period of less than three years may be approved for restricted share units with respect to up to 5% of the shares authorized under the Amended 2013 Plan.

~~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.

~~Dividends~~

No dividends may be paid on stock options or SARs. 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, unless the Committee determines otherwise. No dividends or dividend equivalents may be paid on unearned performance-based restricted share units. A recipient of restricted shares will receive dividends on the restricted shares unless the Committee determines otherwise.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

~~Substitute Awards~~

The Committee may grant awards to employees of companies acquired by Arconic or a subsidiary in exchange 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 SARs without shareholder approval. Repricing means the cancellation of an option or SAR in exchange for cash or other awards at a time when the exercise price of such option or SAR is higher than the fair market value of a share of the Company’s stock, the grant of a new stock option or SAR with a lower exercise price than the original option or SAR, 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.

~~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 Section 162(m) 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.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

~~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 common shares of the Company 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. This definition reflects the amendment adopted by the Board of Directors on February 1, 2018 (as reported on a Form 8-K filed with the SEC on February 6, 2018 and now incorporated in the text of the Amended 2013 Plan in Attachment D).

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 stock 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~~ 32. 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 plan.

~~Performance-Based Compensation—Section 162(m)~~

The Amended 2013 Plan has been designed to permit the grant of awards intended to be performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), as in effect prior to its amendment by the Tax Cuts and Jobs Act, P.L. 115-97 (“Section 162(m)”). Section 162(m) of the Code denies a corporate tax deduction for annual compensation exceeding $1 million paid to the Chief Executive Officer and certain other covered executive officers. However, under Section 162(m), “qualified performance-based” compensation, has been generally excluded from this limit, if certain requirements are met. The annual limits on performance-based compensation per participant in the Amended 2013 Plan for awards intended to comply with Section 162(m) are: 1,333,333 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. Such share-based award limits reflect the reverse stock split of the Company’s common stock at a ratio of 1 for 3, effective October 5, 2016.

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

The exception from Section 162(m)’s deduction limit for qualified performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. Therefore, as from such effective time, the participant award limits described above and other terms of the Amended 2013 Plan relating solely to awards intended to qualify as performance-based compensation for Section 162(m) purposes are relevant only with respect to outstanding awards and/or to the extent that transition relief may apply. Further, as from such effective time of the changes to Section 162(m), we are no longer able to grant qualified performance-based compensation under the Amended 2013 Plan, other than where transition relief may apply.

While the Amended 2013 Plan has been designed to allow the Company to grant awards intended to comply with the performance-based exception to Section 162(m), it has also provided the Company with flexibility to provide non-deductible compensation under the Amended 2013 Plan. Additionally, there can be no guarantee that awards granted under the Amended 2013 Plan eligible or intended for treatment as qualified performance-based compensation under Section 162(m) will receive such treatment.

~~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, Arconic may take a tax deduction and the participant realizes ordinary income, 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 SARs) 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 generally provides that publicly held companies may not deduct compensation paid to their Chief Executive Officer and certain other covered executive officers to the extent that such compensation exceeds $1 million per officer in any year. For taxable years beginning prior to 2018, a limited exception to this deduction limit has applied with respect to “qualified performance-based” compensation that complies with conditions imposed by Section 162(m) rules, where the material terms of such compensation have been disclosed to and approved by shareholders. Historically, stock options and certain performance awards granted under the Plan have been intended to constitute qualified performance-based compensation eligible for such exception. However, as described above in this Proposal, this exception from Code Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid after such time to our covered executive officers in excess of $1 million will not be deductible, even if paid after termination of such covered executive role, unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Because of the fact-based nature of the

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

performance-based compensation exception under Section 162(m), the limited availability of guidance thereunder, and the uncertain scope of the aforementioned transition relief, the Arconic cannot guarantee that any awards under the Plan will qualify for the exception to Section 162(m) of the Code.

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 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.

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 15, 2018, the closing market price for Arconic common stock on the New York Stock Exchange was $24.24 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 2018 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. Had this annual equity award amount been in effect in 2017, rather than the annual equity award amount of $120,000 in effect prior to the 2018 Annual Meeting, it would have resulted in a grant of 5,510 restricted share units to each non-employee director (as compared to the actual grant of 4,409 restricted share units in May 2017). The number of restricted share units that non-employee directors may receive in the future is not determinable until the grant date of the applicable awards. For 2018, assuming that the Company continues to have 12 non-employee directors on the Board following our 2018 Annual Meeting, and not including any elections by directors to defer cash compensation into restricted share units, the aggregate dollar value of the shares that our current non-employee directors as a group will receive on the second market trading day following the 2018 Annual Meeting is $1.8 million.

~~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 Plan, which number of shares has been adjusted to reflect a 1-for-3 reverse stock split effected on October 5, 2016

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

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, 2018, awards covering 8,775,881 shares of Arconic common stock have been granted under the Plan. All of the foregoing share amounts include any performance adjustments made on earned performance restricted share units but do not reflect any forfeitures.

The following table shows, as of March 15, 2018, information regarding the grants of those awards among the persons and groups identified below. No awards have been granted under the Plan to any associate of any of our directors (including nominees) or executive officers.

~~Prior Grants under the Plan~~1

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

David P. Hess2
   Interim Chief Executive Officer
123,210
Kenneth J. Giacobbe
   Executive Vice President and
   Chief Financial Officer 101,769 118,599 237,198
Timothy D. Myers
   Executive Vice President, Global Rolled Products
   and Transportation and Construction Solutions 85,943 100,663 201,326
Katherine H. Ramundo
   Executive Vice President, Chief Legal
   Officer and Secretary 81,607 77,210 154,420
Eric V. Roegner
   Executive Vice President and Group
   President, Engineered Products and Solutions 106,820 115,544 231,088

Klaus Kleinfeld3
   Former Chairman and Chief Executive Officer
1,187,035 1,387,040 2,774,080

Christoph Kollatz3
   Former Executive Vice President,
   Corporate Development, Strategy & New Ventures
109,823 121,572 243,144
Karl Tragl3
   Former Executive Vice President and
   Group President, Engineered Products and Solutions 76,680 157,870 181,740
Current Executive Officers as a Group: 1,090,914 648,316 1,296,632
Non-Executive Directors as a Group: 88,203 0 0
All Employees who are not Executive Officers, as a Group: 12,326,435 1,076,333 2,152,666

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 RSUs and performance RSUs) is counted against the share reserve as 2.33 shares of common stock.

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 “Non-Executive Directors as a Group.”

As none of Messrs. Kleinfeld, Kollatz and Tragl were retirement-eligible at the time of their separation from employment, any unvested awards were forfeited, including a portion of the awards listed for Mr. Kleinfeld and the entirety of the awards granted to Messrs. Kollatz and Tragl. See the notes to the “2017 Summary Compensation Table.”

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

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

~~Equity Compensation Plan Information~~

~~The following table gives information about Arconic’s common stock that could be issued under the Company’s equity compensation plans as of December 31, 2017.~~

~~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

~~17,487,253~~1

~~$23.94~~

~~23,125,816~~2

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

—

~~Total~~

~~17,487,253~~1

~~$23.94~~

~~23,125,816~~2

Includes the 2013 Arconic Stock Incentive Plan, as Amended and Restated (“2013 ASIP”) (approved by shareholders in May 2016 and May 2013) and 2009 Alcoa Stock Incentive Plan (“2009 ASIP”) (approved by shareholders in May 2009). Also includes 132,147 stock options and 2,077 restricted share units resulting from the merger conversion of RTI Metals employee equity. Table amounts are comprised of the following:

•

~~10,422,374 stock options~~

•

~~167,709 performance options~~

•

~~5,655,539 restricted share units~~

•

~~1,241,631 performance share awards (503,060 granted in 2017 at target)~~

The 2013 ASIP 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 ASIP 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 ASIP provides the following are available for grant under the 2013 ASIP: (i) shares that are issued under the 2013 ASIP, 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 ASIP which are subsequently forfeited, cancelled or expire in accordance with the terms of the award.

~~TABLE OF CONTENTS~~

~~2018 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 5,4, the shareholder proposal, for the reasons set forth following the proposal.

~~The text of the shareholder proposal follows:~~

“Proposal ~~5 – Special Shareowner Meeting Improvement~~4—Independent Board Chairman

Shareowners ask our board to take 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.

~~A shareholder right to call a special meeting and to act by written consent and are 2 complimentary ways to bring an important matter to the attention of both management and~~The shareholders ~~outside the annual meeting cycle. Arconic shareholders do not have the full right to call a special meeting that is available under Delaware law.~~

If shareholders had a more complete right to call a special meeting, as called for in this proposal, shareholders would have a greater ability to engage our Board and management to improve the qualifications of our directors and make surerequest that the Board of Directors adopt as policy, and amend the governing documents as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy could be phased in when there is ~~continually refreshed~~a contract renewal for our current CEO or for the next CEO transition.

If the Board determines that a Chair is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with ~~diverse new talent~~this policy is temporarily waived if, in ~~order~~the unlikely event, no independent director is available and willing to ~~maintain director independence—since a special meeting can be called in regard to the election of directors. Long-tenure can impair the independence of directors.~~serve as Chair.

This proposal ~~had~~topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in June 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.

•

The role of the CEO and management is to ~~be submitted before~~run the ~~special Arconic shareholder~~company.

•

The role of the Board of Directors is to provide independent oversight of management and the CEO.

•

There is a potential conflict of interest for a CEO to have the oversight role of Chairman.

Shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board. A CEO serving as Chair can result in excessive management influence on the Board and weaker oversight of management.

In an example from a company whose share price went from $120 to $160 in 2020 the 2020 Lowe’s (LOW) annual meeting proxy said Lowe’s independent directors determined that having a separate Chairman and Chief Executive Officer affords the CEO the opportunity to focus his time and energy on managing the business and allows the Chairman to devote his time and attention to Board oversight and governance.

Howmet Aerospace shareholders voted a 47% rejection of management pay at the 2020 annual meeting. ~~Hopefully~~This 47% rejection may represent a 51% rejection from the shares that have access to independent proxy voting advice. This high rejection may suggest that HWM needs a new chair for the management ~~proposals~~pay committee which would be facilitated if HWM had an Independent Chairman of the Board. Meanwhile our stock price is down from $30 in early 2020.

It is also important to have an independent board chairman as the shareholder watchdog and help make up for the 2020 silencing of shareholders at ~~this meeting will be successful to elect each director annually and to eliminate~~shareholder meetings with the ~~obsolete provision that makes 51%-plus~~widespread substitution of online shareholder ~~votes worthless in certain situations.~~

~~Any claim that~~meetings. Online meetings are a shareholder ~~right~~engagement and transparency wasteland.

With tightly controlled online shareholder meetings everything is optional. For instance a short management report on the status of the company and answers to call a special meeting can be costly—may be largely 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.submitted shareholder questions are both completely optional.

Please vote ~~to improve shareholder input to management:~~

~~Special Shareowner Meeting Improvement—~~yes: Independent Board Chairman—Proposal 5.4”

Board of Directors’ Statement in Opposition

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 ~~of Directors is committed to good governance practices and has previously approved amendments to the Company’s governing documents to permit~~believes that shareholders ~~to request special meetings.~~

~~Background.~~ ~~In 2013,~~are best served if the Board ~~of Alcoa Inc.,~~retains the ~~Company’s predecessor, approved amendments~~organizational flexibility to select the ~~Company’s governing documents~~best person to ~~permit special meetings~~serve as Chairman given consideration to ~~be called by holders of 25%~~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 the ~~Company’s outstanding common stock, subject to customary holding period~~Board and ~~procedural requirements,~~senior management and shareholders approved these amendments with 96.7% of the votes cast. More recently, 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, which was approved by more than 98% of the votes cast by shareholders on the proposal to approve the merger to effect the reincorporation.

~~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 between enhancing shareholder rights and protecting against the risk that shareholders with small minority ownershipother factors

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TABLE OF CONTENTS

~~2018~~2021 Proxy Statement

Item 54 Shareholder Proposal (continued)

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 ~~including~~of the Company and its shareholders to have John Plant serve in the dual role of Chairman and Co-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 ~~special interests, could call special meetings that potentially cause disruption and substantial costs to be incurred by~~ the ~~vast majority of shareholders. Arconic’s current 25% threshold is equal to or lower than the comparable threshold adopted by approximately 67% of corporations~~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 2020 Spencer Stuart Board Index found that ~~permit shareholders to call a special meeting.~~

~~The Board believes special meetings should only be called to consider extraordinary events that are~~approximately 66% of ~~interest to a broad shareholder base and that need immediate attention prior to~~companies in the next annual meeting. For example, the Board has called two special meetings during the past two 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.S&P 500 do not have an independent board chair.

~~Other Shareholder Rights.~~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 Co-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 ~~current special meeting shareholder right should be considered in~~executives and directors, enhancing the ~~context~~Board’s ability to monitor management. Furthermore, his in-depth knowledge of ~~Arconic’s overall~~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 3, 2021, Howmet Aerospace’s stock has increased 103%. This transformational transaction and ability to manage the Company well through the unprecedented pandemic, demonstrate the agility with which Mr. Plant can, as both Chairman and Chief Executive Officer, focus on developing and executing our key initiatives to create value for shareholders.

Howmet Aerospace’s Strong Corporate Governance Practices Provide Effective, Independent Board Oversight. The Board is committed to good corporate governance ~~including the shareholder rights provided under its Certificate~~and has adopted practices and procedures that promote Board independence and effective oversight 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:~~management:

•

~~Recently declassified~~All but two directors on the Board ~~providing shareholders with~~are independent, as defined by the ~~opportunity~~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 ~~elect all~~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, Co-Chief Executive Officers and other members of ~~the Board on an annual basis;~~

•

~~Recently eliminated all supermajority voting provisions in its Certificate of Incorporation and Bylaws;~~senior management.

•

~~Adopted a proxy access bylaw, which allows eligible shareholders or groups~~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 ~~shareholders to include director nominees for up~~independent directors. This entrusts to the ~~greater~~independent directors the oversight of ~~two candidates or 20%~~critical matters, such as the integrity of Howmet Aerospace’s financial statements, the compensation of Howmet Aerospace’s executive officers, including its Co-Chief Executive Officers, and the evaluation of the Board ~~in the Company’s annual proxy materials;~~and its committees. Mr. Plant does not serve on any of these Board committees.

•

~~Changed~~The Board also recognizes the ~~Company’s jurisdiction~~importance of ~~incorporation from Pennsylvania~~strong independent Board leadership, as discussed above under “Corporate Governance—The Structure and Role of the Board of Directors—Board Leadership Structure.” Howmet Aerospace’s Corporate Governance Guidelines require that the independent directors annually select an independent Lead Director. The independent Lead Director’s responsibilities are substantially similar to ~~Delaware,~~many of the functions typically performed by an independent Chairman and include the following:

◦

Serving as a ~~leading jurisdiction with a comprehensive~~liaison between the Chairman and ~~coherent set~~the independent directors;

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Item 4 Shareholder Proposal (continued)

◦

Presiding at all meetings of ~~corporate laws~~the Board at which the Chairman is not present, including executive sessions of the independent directors;

◦

Responding directly to shareholder and other stakeholder questions and comments that are ~~responsive~~directed to the ~~evolving legal~~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, ~~business needs of corporations organized under Delaware law;~~if requested, ensuring that he or she is available for consultation and direct communication with major shareholders, as appropriate;

•◦

~~Re-designed~~Approving meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items;

◦

Ensuring personal availability for consultation and communication with independent directors and with the ~~Company’s~~Chairman, as appropriate;

◦

Calling executive ~~compensation programs~~sessions of the Board; and

◦

Calling meetings of the independent directors, as the Lead Director may deem to ~~reflect the Company’s financial and strategic goals;~~be appropriate.

•

~~Formed a Finance~~The Governance and Nominating Committee ~~of the Board to review~~evaluates each director and ~~provide advice and counsel regarding the Company’s capital structure, financing transactions, significant transactions such as acquisitions and divestitures, and other financial matters; and~~

•

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.

In addition, shareholders have numerous other protections and ways to make their voice heard, including through Arconic’s continuing 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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Questions and Answers About the Meeting and Voting

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 ~~21, 2018,~~29, 2021, you are eligible to vote at the ~~annual meeting.~~Annual Meeting. For each matter presented for vote, you have one vote for each share you own.

What is the difference between holding shares as a shareholder of ~~record/~~record, a registered shareholder and as a beneficial owner of 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.~~“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.

~~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 21, 2018. 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 available and call 1-866-804-9594 or visit~~ ~~www.ArconicAdmissionTicket.com~~ ~~and follow the instructions provided.~~

~~Beneficial Owners 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 16, 2018. You are invited to visit~~ ~~http://www.arconic.com~~ ~~under~~ ~~“Investors — Annual Meeting”~~ ~~at 9:00 a.m. Eastern Time on May 16, 2018, to access the webcast 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 or registered shareholder?

Before the Annual Meeting, by 11:59 p.m. Eastern Time on May 24, 2021, all shareholders of record can vote:

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

•

By telephone within the ~~U.S.,~~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.

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 ~~receive~~received a Notice, ~~of Internet Availability of Proxy Materials (“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

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

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 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/HWM2021. 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.

6.4.

How do I vote if I am a beneficial owner of shares?

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 ~~2018)~~2021), 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 in with your ballot. See Question 3 regarding how to obtain an admission ticket to the annual meeting.~~materials.

7.5.

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

Participants in the employee savings 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 ~~14, 2018.~~21, 2021.

8.6.

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 ~~16, 2018,~~24, 2021, or by ~~6:00 a.m.~~11:59 p.m. Eastern Time on May ~~14, 2018,~~21, 2021, 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.

9.7.

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

Please contact Innisfree, 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

•

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

American Election Services, the independent proxy tabulator used by Howmet Aerospace, counts the votes and acts as the inspector of election for the 2021 Annual Meeting.

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Questions and Answers About the Meeting and Voting (continued)

~~Corporate Election Services,~~9.

How can I attend the ~~independent~~Annual Meeting and ask questions at the meeting?

If you plan to attend the meeting via live webcast, you will need to log in to the webcast by visiting www.virtualshareholdermeeting.com/HWM2021.

If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting and entering the 16-digit control number located on your Notice, your proxy ~~tabulator used by Arconic, counts~~card or the ~~votes~~instructions that accompanied your proxy materials. Type your question into the “Ask a Question” field, and ~~acts~~click “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 ~~inspector~~meeting and will remain available until one week after posting.

10.

What should I do if I encounter technical issues accessing the Annual Meeting webcast?

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 Annual Meeting page for assistance. Technical support will be available beginning at 8:30 a.m. Eastern Time on May 25, 2021.

Additional information regarding matters addressing technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/HWM2021.

11.

Will there be a recording of ~~election~~the Annual Meeting webcast?

Yes, a recording of the Annual Meeting will be available on the website for approximately 10 months following the ~~2018~~date of the Annual Meeting.

~~10.~~12.

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.~~13.

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.”

~~12.~~14.

What is a Broker Non-Vote?

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Questions and Answers About the Meeting and Voting (continued)

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.

15.

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

At the close of business on March ~~21, 2018,~~29, 2021, the record date for the meeting, ~~Arconic~~Howmet Aerospace had outstanding ~~482,807,490~~434,076,077 shares of common stock. 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 2018 (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.

~~14.~~16.

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

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

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 ~~U.S.~~United States and Canada) or 1-201-680-6578 (all other locations) or through the Computershare website, www.computershare.com.

~~15.~~17.

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.

We will deliver promptly upon written or oral request a separate copy of the 2020 Annual Report ~~proxy statement,~~on Form 10-K, 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 ~~U.S.~~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.

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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.

~~16.~~18.

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

Yes, please see “Nominating Board Candidates—Procedures and Director Qualifications” on page 15 for details on the procedures for shareholder nominations of director candidates.

~~17.~~19.

When are ~~2019~~2022 shareholder proposals due?

To be considered for inclusion in the Company’s ~~2019~~2022 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, 2018.~~December 15, 2021. Address all shareholder proposals to: ~~Arconic~~Howmet Aerospace Inc., Corporate Secretary’s Office, ~~390 Park Avenue, New York, NY 10022-4608. Shareholder~~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 ~~2019~~2022 Annual Meeting, which the shareholder wishes to include in the Company’s proxy materials relating to the ~~2019~~2022 Annual Meeting, must be received by the Company at the above address no earlier than ~~October 30, 2018~~November 15, 2021 and no later than ~~November 29, 2018,~~December 15, 2021, together with all information required to be provided by the shareholder in accordance with the proxy access provision in the ~~Company’s~~ 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 ~~2019~~2022 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 ~~16, 2019~~25, 2022 and no later than February ~~15, 2019.~~24, 2022. Address all notices of intention to present proposals at the ~~2019~~2022 Annual Meeting to: ~~Arconic~~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.

~~18.~~20.

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.

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

~~19.~~21.

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.~~22.

Can I access the proxy materials on the Internet?

Yes. The Company’s ~~proxy statement~~2021 Proxy Statement and ~~2017~~2020 Annual Report are available at ~~www.arconic.com/annualmeeting~~www.virtualshareholdermeeting.com/HWM2021 or can be accessed via the company website at
http://www.howmet.com under “Investors—Annual Meeting”.

~~21.~~23.

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, ~~2017 (not including exhibits~~2020 and ~~documents incorporated by reference),~~the 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, Suite 200,

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Questions and Answers About the Meeting and Voting (continued)

Pittsburgh, PA ~~15212-5858.~~15212-5872 or email: CorporateSecretary@howmet.com. These materials are also available on the Howmet Aerospace website at www.howmet.com.

Information regarding the Virtual Annual Meeting Format

We have decided to hold the Annual Meeting virtually again this year due to the ongoing COVID-19 pandemic. Hosting a virtual Annual Meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of the Annual Meeting. For all these reasons, there will not be a physical location for the Annual meeting and you will not be able to attend in person.

Attendance and Participation

~~22.~~
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/HWM2021. Shareholders will be able to vote their shares electronically during the Annual Meeting.

~~Who~~Shareholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number included 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 ~~I contact~~ensure that they have a strong internet connection if ~~I have questions~~ they intend to attend and/or ~~need assistance voting?~~participate in the Annual Meeting.

~~Please contact Innisfree, our proxy solicitor assisting us in connection with the annual meeting. Shareholders may call toll free at 1-877-750-5836. Banks~~Questions and ~~brokers may call collect at 1-212-750-5833.~~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/HWM2021, 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 session during the Annual Meeting, subject to time constraints. 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”, as soon as practicable after the Annual Meeting.

Technical Difficulties

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 approximately 30 minutes prior to the start of the Annual Meeting 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/HWM2021.

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Attachments

ATTACHMENT ~~A –~~ A–Pre-Approval Policies and Procedures ~~For~~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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~~Attachment A~~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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ATTACHMENT ~~B – Arconic~~B−Howmet Aerospace Inc. Peer Group Companies

Proxy Peer for Market Information ~~for 2017 Executive Compensation Decisions (non-CEO positions)~~

~~(CEO peer group listed on pages~~ 49-50)(n=18)

~~Air Products and Chemicals~~	~~Entergy~~	~~NRG Energy~~
~~American Electric Power~~	~~FirstEnergy~~	~~Occidental Petroleum~~
~~Arrow Electronics~~	~~Goodyear Tire & Rubber~~	~~Oshkosh~~
~~Avnet~~	~~International Paper~~	~~Parker Hannifin~~
~~Ball~~	~~Jabil Circuit~~	~~Praxair~~
~~BorgWarner~~	~~Jacobs Engineering~~	~~Rockwell Automation~~
~~Consolidated Edison~~	~~Kinder Morgan~~	~~Stanley Black & Decker~~
~~Corning~~	~~L-3 Communications~~	~~Stryker~~
~~Danaher~~	~~Lafarge North America~~	~~Terex~~
~~Dominion Resources~~	~~Lear~~	~~Textron~~
~~Eastman Chemical~~	~~Mosaic~~	~~Thermo Fisher Scientific~~
~~Eaton~~	~~Navistar International~~	~~United States Steel~~
~~Ecolab~~	~~Northrup Grumman~~	~~Whirlpool~~
~~Edison International~~

American Axle & Manufacturing

AMETEK Inc.

BorgWarner

Dana Incorporated

Dover Corporation

Flowserve Corporation

Huntington Ingalls Industries, Inc.

Illinois Tool Works Inc.

L3Harris Technologies, Inc.

Parker-Hannifin Corp.

Rockwell Automation, Inc.

Snap-On Incorporation

Spirit AeroSystems Holdings, Inc.

Stanley Black & Decker, Inc.

Textron Inc.

Timken Company

TransDigm Group Incorporated

Triumph Group, Inc.

Aerospace and Defense Peer Group for Measuring Relative TSR Performance for 2020 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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ATTACHMENT C−Calculation of Financial Measures

SEGMENT MEASURES

($ in millions)	Year ended
	December 31, 2020			December 31, 2019
Engine Products:
Third-party sales		$	2,406		$	3,320
Segment operating profit		$	417		$	621
Segment operating profit margin			17.3%			18.7%
Fastening Systems:
Third-party sales		$	1,245		$	1,561
Segment operating profit		$	247		$	396
Segment operating profit margin			19.8%			25.4%
Engineered Structures:
Third-party sales		$	927		$	1,255
Segment operating profit		$	73		$	120
Segment operating profit margin			7.9%			9.6%
Forged Wheels:
Third-party sales		$	679		$	969
Segment operating profit		$	153		$	253
Segment operating profit margin			22.5%			26.1%

Segment 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.

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ATTACHMENT C ~~– Calculation~~(continued)

SEGMENT END MARKETS REVENUE

($ in millions)	Year ended December 31,
	2020			2019
Engine Products
Aerospace – Commercial		$	1,247		$	2,229
Aerospace – Defense			557			475
Commercial Transportation			—			20
Industrial and Other			602			596
Third-party sales end-market revenue		$	2,406		$	3,320
Fastening Systems
Aerospace – Commercial		$	158		$	1,060
Aerospace – Defense			36			158
Commercial Transportation			37			227
Industrial and Other			32			116
Third-party sales end-market revenue		$	263		$	1,561
Engineered Structures
Aerospace – Commercial		$	808		$	897
Aerospace – Defense			156			256
Commercial Transportation			155			—
Industrial and Other			126			102
Third-party sales end-market revenue		$	1,245		$	1,255
Forged Wheels
Aerospace – Commercial		$	—		$	—
Aerospace – Defense			—			—
Commercial Transportation			679			970
Industrial and Other			—			(1)
Third-party sales end-market revenue		$	679		$	969

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ATTACHMENT C (continued)

Some of ~~Financial Measures~~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 ~~ADJUSTED~~OPERATING INCOME EXCLUDING SPECIAL ITEMS

(in millions, except per-share amounts)	Year ended						($ in millions)	Year Ended
	December 31, 2017			December 31, 2016				December 31, 2020			December 31, 2019
Net loss attributable to Arconic		$	(74)		$	(941)	Operating income		$	626		$	579
Discontinued operations1			—			(121)	Special items:
Special items:							Restructuring and other charges			182			582
Restructuring and other charges			165			155	Costs associated with the Arconic Inc. Separation Transaction			7			5
Discrete tax items2			223			1,290	Impairment of energy business assets			—			10
Other special items3			264			196	Legal and other advisory (reimbursements) costs related to Grenfell Tower, net			(12)			8
Tax impact4			40			(74)	Strategy and portfolio review costs			—			6
Net income attributable to Arconic – as adjusted		$	618		$	505	Plant fire costs, net			3			9
Diluted EPS:							Impairment costs related to facilities closures			3			—
Net loss attributable to Arconic common shareholders		$	(0.28)		$	(2.31)	Operating income excluding Special items		$	809		$	1,199
Net income attributable to Arconic common shareholders – as adjusted		$	1.22		$	0.98

~~Net~~Operating income ~~attributable to Arconic—as adjusted~~excluding Special items is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews the operating results of ~~Arconic~~the Company excluding the impacts of ~~restructuring~~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.

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ATTACHMENT C (continued)

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, 2020			December 31, 2019
Income from continuing operations		$	211		$	126
Diluted earnings per share (EPS)
Continuing operations		$	0.48		$	0.27
Discontinued operations		$	0.11		$	0.76
Special items:
Restructuring and other charges			182			582
Discrete tax items1			(115)			(25)
Other special items2			135			37
Tax impact3			(59)			(130)
Income from continuing operations excluding Special items		$	354		$	590
Diluted EPS excluding Special items		$	0.80		$	1.29
Average number of shares outstanding – diluted			439,296,141			462,827,223

Income from continuing operations excluding Special items and Diluted EPS excluding Special items are non-GAAP financial measures. Management believes that these measures are meaningful to investors because management reviews the operating results of the Company excluding the impacts of Restructuring and other charges, ~~discrete~~Discrete tax items, and ~~other~~Other special items (collectively, ~~“special~~“Special items”). In addition, management believes that the Income from continuing operations excluding Special items and Diluted EPS excluding Special items are meaningful to investors as it reflects how management reviewed the standalone costs of Howmet Aerospace in the quarter ended March 31, 2020 as if the Arconic Inc. Separation Transaction had happened on January 1, 2020. 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 ~~Net loss attributable to Arconic~~Income (loss) from continuing operations determined under GAAP as well as ~~Net income attributable to Arconic—as adjusted.~~Income (loss) from continuing operations excluding Special items.

On November 1, 2016, the former Alcoa Inc. was separated into two standalone, publicly-traded companies, Arconic and Alcoa Corporation, by means of a pro rata distribution of 80.1 percent of the outstanding common stock of Alcoa Corporation to Alcoa Inc. shareholders. Accordingly, the results of operations of Alcoa Corporation have been reflected as discontinued operations for the year ended December 31, 2016.

Discrete tax items for each period included the following:

•

for the year ended December 31, ~~2017,~~2020, a ~~charge resulting from the enactment of the US Tax Cuts and Jobs Acts of 2017 that principally relates~~benefit related to the ~~revaluation~~release of ~~US deferred~~a reserve as a result of a favorable Spanish tax ~~assets and liabilities from 35%~~case decision ($64), a benefit related to ~~21%~~the recognition of a previously uncertain U.S. tax position ($~~272)~~30), ~~charge~~a benefit for a ~~reserve against~~U.S. tax law change ($30), and a ~~foreign attribute resulting from the Company’s Delaware reincorporation~~net benefit for a number of small tax items ($~~23)~~3), partially offset by charges resulting from the remeasurement of deferred tax balances in various jurisdictions as a ~~benefit for~~result of the ~~reversal of state valuation allowances ($69)~~Arconic Inc. Separation Transactions $8, and a ~~number of small items ($3);~~charge related to tax rate changes in various jurisdictions $4; and

•

for the year ended December 31, ~~2016,~~2019, a ~~charge for valuation allowances related to~~benefit associated with the ~~November 1, 2016 separation (see Note 1 above)~~deduction of foreign taxes that were previously claimed as a U.S. foreign tax credit ($~~1,267), a net charge for the remeasurement of certain deferred tax assets due to tax rate and tax law changes ($51)~~24), a net benefit for ~~valuation allowances not associated with the separation~~foreign tax rate changes ($~~18)~~12), and a net benefit for a number of small tax items ($~~10).~~1), partially offset by a net charge related to the adjustments of prior year taxes $9, and a charge for interest accruals for potential underpayment of taxes $3.

Other special items for each period included the following:

•

for the year ended December 31, ~~2017, an impairment of goodwill related~~2020, a cost to ~~the forgings and extrusions business ($719),~~reverse indemnification receivables as a ~~gain on the sale~~result of a ~~portion~~favorable Spanish tax case decision which relieved Alcoa Corp. and Arconic Corp. of ~~Arconic’s investment in Alcoa Corporation common stock ($351), and a gain on the exchange~~their share of the ~~remaining portion of Arconic’s investment in Alcoa Corporation common stock ($167), a favorable adjustment to the contingent earn-out~~ liability ~~related to the 2014 acquisition of Firth Rixson ($81),~~$53; new financing and debt tender fees $72, costs associated with the ~~Company’s early redemption~~Arconic Inc. Separation Transaction $5, reimbursement 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),~~12); net costs related to fires at two plants $3, inventory disposal costs $3, and ~~costs associated with the Company’s Delaware reincorporation ($3);~~a charge for a reserve related to investment tax credits $9; and

•

for the year ended December 31, ~~2016,~~2019, costs related to a fire at a fasteners plant ($9), costs associated with the ~~separation of Alcoa~~Arconic Inc. Separation Transaction ($~~205)~~5), ~~unfavorable tax~~legal and other advisory costs ~~associated with the redemption of company-owned life insurance policies ($100), a favorable adjustment to the contingent earn-out liability and a post-closing adjustment both of which~~ related to Grenfell Tower ($8), impairment of assets of the 2014 acquisition of Firth Rixson ($76), a favorable tax benefit related to the currency impacts of a distribution of previously taxed income ($49), and unfavorable tax costs associated with the sale of a US subsidiary with book goodwill ($16).

energy business $1.

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~~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 (see Note 3 above).~~Special item.

~~The average number of shares applicable to diluted EPS for Net income attributable to Arconic - as adjusted, includes certain share equivalents as their effect was dilutive. Specifically:~~

•

for the year ended December 31, 2017, 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 attributable to Arconic common shareholders—as adjusted, resulting in a diluted average number of shares of 471,472,729; and

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ATTACHMENT C (continued)

•

for the year ended December 31, 2016, 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 attributable to Arconic common shareholders—as adjusted, resulting in a diluted average number of shares of 453,118,372.

RECONCILIATION OF ~~CONSOLIDATED~~ ADJUSTED EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	Year ended						($ in millions)	Quarter ended December 31, 2020
	December 31, 2017			December 31, 2016			Income from continuing operations after income taxes		$	106
Net loss attributable to Arconic		$	(74)		$	(941)	Add:
Discontinued operations1			—			(121)	Benefit for income taxes			(35)
Loss from continuing operations after income taxes and noncontrolling interests			(74)			(1,062)	Other expense, net			74
Add:							Interest expense			76
Provision for income taxes			544			1,476	Restructuring and other charges			16
Other income, net			(640)			(94)	Provision for depreciation and amortization			67
Interest expense			496			499	Adjusted EBITDA		$	304
Restructuring and other charges			165			155	Add:
Impairment of goodwill			719			—	Plant fire reimbursements, net		$	(19)
Provision for depreciation and amortization			551			535	Legal and other advisory costs related to Grenfell Tower			(3)
Consolidated adjusted EBITDA		$	1,761		$	1,509	Adjusted EBITDA excluding Special items		$	282
Add:							Third-party sales		$	1,238
Separation costs			18			193	Adjusted EBITDA excluding Special items margin			22.8%
Proxy, advisory and governance-related costs			58			—
Delaware reincorporation costs			3			—
Legal and other advisory costs related to Grenfell Tower			14			—
Consolidated adjusted EBITDA, excluding special items		$	1,854		$	1,702
Sales		$	12,960		$	12,394
Adjusted EBITDA margin			13.6%			12.2%
Adjusted EBITDA margin, excluding special items			14.3%			13.7%

~~Arconic’s~~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. ~~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 ~~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, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin presented may not be comparable to similarly titled measures of other companies.

Additionally, Adjusted EBITDA, excluding special items is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews the operating results of Arconic excluding the impacts of special items, such as costs associated with the separation of Alcoa Inc and proxy, advisory and governance-related costs and

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~~Attachment~~ATTACHMENT C (continued)

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.

RECONCILIATION OF ADJUSTED ~~SG&A~~EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	Year ended						($ in millions)	Twelve months ended December 31, 2020 (2020 LTIP Result)
	December 31, 2017			December 31, 2016			Income from continuing operations after income taxes		$	211
Sales		$	12,960		$	12,394	Add:
Selling, general administrative, and other expenses (SG&A)			731			942	Benefit for income taxes			(40)
SG&A % of sales			5.6%			7.6%	Other expense, net			74
Special items:							Interest expense			381
Separation costs			18			193	Restructuring and other charges			182
Proxy, advisory and governance-related costs			58			—	Provision for depreciation and amortization			279
Delaware reincorporation costs			3			—	Adjusted EBITDA		$	1,087
Legal and other advisory costs related to Grenfell Tower			14			—	Add:
Adjusted SG&A excluding special items		$	638		$	749	Costs associated with the Arconic Inc. Separation Transaction			7
Adjusted SG&A excluding special items as a % of sales			4.9%			6.1%	Plant fire reimbursements, net1			(3)
							Legal and other advisory costs related to Grenfell Tower			(12)
							Impairment costs related to facilities closures			3
							Adjustment for performance-based restricted share units2			10
							Adjusted EBITDA excluding Special items		$	1,092
							Third-party sales		$	5,259
							Adjustment for performance-based restricted share units2			(13)
							Adjusted Sales		$	5,246
							Adjusted EBITDA excluding Special items margin			20.8%

Adjusted ~~SG&A~~EBITDA, Adjusted EBITDA excluding ~~special~~Special items ~~is a~~and Adjusted EBITDA excluding Special items margin are non-GAAP financial ~~measure. Management believes that this measure is meaningful to investors because Adjusted SG&A excluding special items is more reflective of historical SG&A cost performance.~~

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~~2018 Proxy Statement~~

~~Attachment C~~ ~~(continued)~~

~~SEGMENT MEASURES~~

($ in millions, except per metric ton amounts) Year ended
December 31,
2017 December 31,
2016
Engineered Products and Solutions
Adjusted EBITDA $ 1,224 $ 1,195
Third-party sales $ 5,935 $ 5,728
Adjusted EBITDA Margin 20.6% 20.9%
Global Rolled Products1
Adjusted EBITDA $ 599 $ 577

Total shipments2 (thousand metric tons) (kmt)
1,566 1,587
Adjusted EBITDA/Total shipments ($ per metric ton) $ 383 $ 364
Third-party sales $ 4,992 $ 4,864
Adjusted EBITDA Margin 12.0% 11.9%
Transportation and Construction Solutions
Adjusted EBITDA $ 321 $ 291
Third-party sales $ 1,985 $ 1,802
Adjusted EBITDA Margin 16.2% 16.1%
Combined Segment
Combined segment adjusted EBITDA $ 2,144 $ 2,063
Combined segment third-party sales $ 12,912 $ 12,394
Combined segment adjusted EBITDA margin 16.6% 16.6%

~~Arconic’s~~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 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.

Excludes the Warrick, IN rolling operations and the equity interest in the rolling mill at the joint venture in Saudi Arabia, both of which were previously part of the Global Rolled Products segment but became part of Alcoa Corporation effective November 1, 2016.

Includes 267 kmt and 54 kmt for the years ended December 31, 2017 and December 31, 2016, respectively, for the Tennessee packaging business. These amounts represent the volume at Arconic’s Tennessee operations associated with the toll processing and services agreement that Arconic and Alcoa Corporation entered into in connection with the separation of the companies. Pursuant to this agreement, this amount is not reported in Arconic’s shipments but has been included in the calculation ofAdditionally, Adjusted ~~EBITDA/Total shipments for historical comparative purposes.~~

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

~~Attachment C~~ ~~(continued)~~

~~RECONCILIATION OF COMBINED SEGMENT ADJUSTED EBITDA TO CONSOLIDATED NET LOSS ATTRIBUTABLE TO ARCONIC~~

($ in millions) Year ended
December 31,
2017 December 31,
2016
Combined segment adjusted EBITDA1 $ 2,144 $ 2,063
Unallocated amounts:
Depreciation and amortization (551) (535)
Restructuring and other charges (165) (155)
Impairment of goodwill (719) —
Impact of LIFO (110) (18)
Metal price lag 72 27
Corporate expense (274) (454)
Other (71) (109)
Operating income $ 326 $ 819

Other income, net2
640 94

Interest expense3
(496) (499)
Income taxes (544) (1,476)

Discontinued operations4
— 121
Consolidated net loss attributable to Arconic $ (74) $ (941)

Arconic’s definition of Combined segment 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. The Combined segment adjusted EBITDA presented may not be comparable to similarly titled measures of other companies.

~~Combined segment adjusted EBITDA is the summation of the respective Adjusted EBITDA of Arconic’s three reportable segments.~~

~~Other income, net included:~~

•

For the year ended December 31, 2017, a $351 gain on the sale of a portion of Arconic’s investment in Alcoa Corporation common stock; a $167 gain on the exchange of Arconic’s remaining investment in Alcoa Corporation common stock for a portion of the Company’s outstanding senior notes; an adjustment of $81 to the contingent earn-out liability related to the 2014 acquisition of Firth Rixson (Firth Rixson earn-out); and an adjustment of $25 to a separation-related guarantee liability; and

•

~~For the year ended December 31, 2016, an adjustment of $56 to the Firth Rixson earn-out.~~

Interest expense for the year ended December 31, 2017 included $76 related to the early redemption of the Company’s outstanding 6.500% Senior Notes due 2018 and 6.750% Senior Notes due 2018 and a portion of the Company’s outstanding 5.720% Senior Notes due 2019.

The reconciliation of Combined segment adjusted EBITDA to Consolidated net loss attributable to Arconic excluded the results of operations for Alcoa Corporation, which have been reflected as discontinued operations for the year ended December 31, 2016.

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~~Attachment C~~ ~~(continued)~~

~~RECONCILIATION OF CONSOLIDATED ADJUSTED EBIT~~

($ in millions) Year ended
December 31,
2017
Sales $ 12,960
Cost of goods sold 10,357
Selling, general administrative, and other expense 731
Research and development expenses 111
Provision for depreciation and amortization 551
EBIT $ 1,210
Adjustments for incentive compensation1 105
EBIT – as adjusted for incentive compensation $ 1,315

Arconic’s definition of Adjusted EBIT (Earnings before interest and taxes) is net margin. 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 EBIT is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because Adjusted EBIT provides additional information with respect to Arconic’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBIT presented may not be comparable to similarly titled measuresit is reflective of ~~other companies.~~historical revenue performance.

~~Adjustments~~Plant fire costs excludes the impacts of $6 of depreciation in the second quarter ended June 30, 2020.

The adjustment for ~~incentive compensation~~performance-based restricted share units included the following positive amounts for costs related to: proxy, advisory and governance-related items ($59); the separation of the former Alcoa Inc. ($18); legal and other advisory costs related to Grenfell Tower ($14); and other miscellaneous favorable adjustments ($14) including the normalization of foreign currency exchange rates and other adjustments realized in ~~2017~~actual results to those contemplated in ~~Arconic’s 2017 Plan.~~Howmet Aerospace’s plan.

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2021 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED FREE CASH FLOW

($ in millions)	Year ended December 31, 2017			($ in millions)	2Q20			3Q20			4Q20			Total 2Q-4Q 2020
Cash from operations		$	701	Cash provided from operations		$	31		$	35		$	151		$	217
Capital expenditures			(596)	Cash receipts from sold receivables			66			144			164			374
Free cash flow		$	105	Capital expenditures			(32)			(36)			(47)			(115)
Adjustments for incentive compensation1		$	178	Adjusted free cash flow			65			143			268			476
Free cash flow – as adjusted for incentive compensation		$	283	Cost associated with the Arconic Inc. Separation Transaction			11			—			—			11
				Adjusted free cash flow, excluding costs associated with the Arconic Inc. Separation Transaction		$	76		$	143		$	268		$	487

~~Free~~The net cash funding from the sale of accounts receivables was $299 million in the second quarter of 2020 which represented a $30 million use of cash in 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.

Adjusted free cash flow ~~is a~~and Adjusted free cash flow, excluding costs associated with the Arconic Inc. Separation Transaction are non-GAAP financial ~~measure.~~measures. Management believes that ~~this measure is~~these measures are meaningful to investors because management reviews cash flows generated from operations after taking into consideration capital expenditures ~~due~~(due to the fact that these expenditures are considered necessary to maintain and expand ~~Arconic’s~~the Company’s asset base and are expected to generate future cash flows from ~~operations.~~operations), cash receipts from net sales of beneficial interest in sold receivables, as well as costs associated with the Arconic Inc. Separation Transaction. It is important to note that ~~Free~~Adjusted free cash flow ~~does~~and Adjusted free cash flow, excluding costs associated with the Arconic Inc. Separation Transaction, measures do 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.

Adjustments for incentive compensation included the following positive amounts for costs related to: proxy, advisory and governance-related items ($59); the separation of the former Alcoa Inc. ($55); legal and other advisory costs related to Grenfell Tower ($14); and other miscellaneous favorable adjustments ($50) including the normalization of foreign currency exchange rates realized in 2017 results to those contemplated in Arconic’s 2017 Plan.

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~~Attachment C~~ ~~(continued)~~

~~RECONCILIATION OF ADJUSTED REVENUE~~

($ in millions) Year ended
December 31,
2017
Sales $ 12,960
Adjustments for performance-based restricted share units1 (68)
Revenue – as adjusted for performance-based restricted share units $ 12,892

~~Adjusted revenue is a non-GAAP financial measure. Management believes that this measure is meaningful to investors as Adjusted revenue is more reflective of historical revenue performance.~~

Adjustments for performance-based restricted share units included negative amounts for revenues related to the normalization of foreign currency exchange rates and the divestiture of the Fusina rolling mill realized in 2017 results to those contemplated in Arconic’s 2017 Plan.

~~RETURN ON NET ASSETS (RONA)~~

($ in millions) Year ended
December 31,
2017
Net loss attributable to Arconic $ (74)

Special items1
692
Net income attributable to Arconic – as adjusted $ 618

December 31,
2017
Net Assets:
Add: Receivables from customers, less allowances $ 1,035

Add: Deferred purchase program2
187
Add: Inventories 2,480
Less: Accounts payable, trade 1,839
Working capital 1,863
Properties, plants, and equipment, net 5,594
Net assets – total $ 7,457
RONA 8.3%
Adjustment for incentive compensation3 0.1%
RONA – as adjusted for incentive compensation 8.4%

RONA is a non-GAAP financial measure. RONA is calculated as adjusted net income 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 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.

~~See “Reconciliation of Adjusted Income” on page~~ 87 ~~for a description of special items.~~

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.

~~The positive adjustment for incentive compensation included the normalization of foreign currency exchange rates realized in 2017 results to those contemplated in Arconic’s 2017 Plan.~~

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~~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 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 of 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

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~~Attachment D~~ ~~(continued)~~

~~then-outstanding~~Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D48770-P50628 For Against Abstain For Against For Against Abstain For Against Abstain BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O HOWMET AEROSPACE INC. P.O. BOX 1342 BRENTWOOD, NY 11717 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021. 4. Shareholder Proposal regarding an independent Board Chairman. 3. To approve, on an advisory basis, executive compensation. HOWMET AEROSPACE INC. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 1b. Amy E. Alving 1a. James F. Albaugh 1f. David J. Miller 1d. Joseph S. Cantie 1c. Sharon R. Barner 1e. Robert F. Leduc 1i. Nicole W. Piasecki 1g. Jody G. Miller 1h. Tolga I. Oal 1j. John C. Plant 1k. Ulrich R. Schmidt 1. Election of Directors The Board of Directors recommends you vote FOR the following Proposal: The Board of Directors recommends you vote FOR the following Proposals: The Board of Directors recommends you vote AGAINST the following Proposal: NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Nominees: VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting ~~securities~~instructions and for electronic delivery of ~~such entity entitled~~information. Vote by 11:59 p.m. Eastern Time on May 24, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 21, 2021 for shares held in a 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/HWM2021 You 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 - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 24, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 21, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, 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 MATERIALS If 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 ~~generally in~~using the ~~election of directors (or, for a non-corporate entity, equivalent securities), except to the extent~~internet and, when prompted, indicate that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time 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, and any successor thereto.~~

“~~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 an “outside director” within the meaning of Section 162(m).

“~~Company” means Arconic Inc., a Delaware corporation (formerly known as Alcoa Inc.).~~

“~~Contingency Period” has the meaning set forth in SECTION 8.~~

~~“Covered Employee” means a “covered employee” within the meaning of Section 162(m)(3) of the Code.~~

“~~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 the definition of executive officer under Rule 3b-7 of the U.S. Securities Exchange Act of 1934, as amended.

“~~Exercisable Time-Based Award” has the meaning set forth in SECTION 12.~~

“~~Fair Market Value~~” with respect 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 next business day on which that exchange is open for business will be used.

“~~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.~~

“~~Participant” means an Employee or a Director who is selected~~you agree to receive ~~an Award under the Plan.~~

“~~Performance Award” means any award granted pursuant to SECTION 11 hereof~~or access proxy materials electrioncally in ~~the form of Options, Stock Appreciation Rights, Restricted Share Units, Restricted Shares or other awards of property, including cash, that have a performance feature described in SECTION 11.~~

“~~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 and restated and as may be further amended from time to time.~~

future years.

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~~2018~~Important Notice Regarding the Availability of Proxy ~~Statement~~

~~Attachment D~~ ~~(continued)~~

“~~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 compliance with the domestic company listing rules of the New York Stock Exchange or with a similarly liquid exchange which has comparable standards to the domestic company listing standards of the New York Stock Exchange.

“~~Restricted Shares” has the meaning set forth in SECTION 8.~~

“~~Restricted Share Unit” has the meaning set forth in SECTION 9.~~

“~~Section 162(m)~~” means Section 162(m) of the Code 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 entity 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.

~~“Time-Based Award”~~ ~~means any Award granted pursuant to the Plan that is not a Performance Award.~~

~~SECTION 3. ADMINISTRATION.~~ The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan 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, which are not inconsistent with the provisions of the Plan; (v) determine whether, to what extent and under what circumstances Employee Awards may be settled in cash, Shares or other property or canceled or suspended; (vi) determine whether, 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 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 Awards granted under the Plan; (ix) establish such rules and regulations and appoint such agents as it shall deem appropriateMaterials for the ~~proper administration of the Plan;~~Annual Meeting: The Notice and ~~(x) make any other determination~~Proxy Statement 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.

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, whichAnnual Report 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

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~~Attachment D~~ ~~(continued)~~

(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 oravailable 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 6, 2016, up to 46,666,666 Shares may be issued under the Plan (which reflects an increase of 28,333,333 Shares from 18,333,333, the original number of Shares that were authorized for issuance under the Plan as of May 3, 2013). 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:~~

~~(i)~~ ~~Corporate Transactions other than an Equity Restructuring~~. In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation 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, 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(f) 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 Award intended to be “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, 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

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~~Attachment D~~ ~~(continued)~~

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 to 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 or subsidiary thereof, or shall be substituted for 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(f) 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.~~

~~SECTION 5. ELIGIBILITY.~~ ~~Any Director or Employee shall be eligible to be selected as a Participant.~~

~~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.

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~~(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, provided, however, that the minimum vesting period of an Option shall be one year, except in connection with an adjustment provided for in Section 4(f) or Substitute Awards.

~~(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. The minimum vesting period of a Stock Appreciation Right shall be one year, except in connection with an adjustment provided for in Section 4(f) or Substitute Awards.

~~(c)~~ ~~Time and Method of Exercise. The Committee shall establish the time or times at which a Stock Appreciation Right may be exercised in whole or in part.~~

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~~SECTION 8. RESTRICTED SHARES.~~

~~(a)~~ ~~Definition~~. A Restricted Share means any Share issued with the contingency or restriction that the holder may not sell, transfer, pledge or assign such Share and with such other contingencies or restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any contingency or restriction on the right to vote such Share and the right to receive any cash dividends), which contingencies and restrictions may lapse separately or in combination, at such time or times, in installments or otherwise, as the Committee may deem appropriate.

~~(b)~~ ~~Issuance~~. A Restricted Share Award shall be subject to contingencies or restrictions imposed by the Committee during a period of time specified by the Committee (the “Contingency Period”). Restricted Share Awards may be issued hereunder to Participants, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The terms and conditions of Restricted Share Awards need not be the same with respect to each recipient.

~~(c)~~ ~~Registration~~. Any Restricted Share issued hereunder may be evidenced in such manner as the Committee in its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Shares awarded under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, contingencies and restrictions applicable to such Award.

~~(d)~~ ~~Forfeiture~~. Except as otherwise determined by the Committee at the time of grant or thereafter or as otherwise set forth in the terms and conditions of an Award, upon termination of service for any reason during the Contingency Period, all Restricted Shares still subject to any contingency or restriction shall be forfeited by the Participant and reacquired by the Company.

~~(e)~~ ~~Minimum Restrictions~~. Restricted Share Awards that are restricted only on the passage of time shall have a minimum three-year pro-rata restriction period (the restrictions lapse each year as to 1/3 of the Restricted Share Awards), except in connection with an adjustment provided for in Section 4(f) or Substitute Awards; provided, however, that a restriction period of less than this period may be approved for Awards with respect to up to 5% of the Shares authorized under the Plan.

~~(f)~~ ~~Section 83(b) Election. A Participant may, with the consent of the Committee, make an election under Section 83(b) of the Code to report the value of Restricted Shares as income on the date of grant.~~

~~SECTION 9. RESTRICTED SHARE UNITS.~~

~~(a)~~ ~~Definition~~. 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, the grant, issuance, retention and/or vesting of which is subject to such terms and conditions as the Committee may determine at the time of the grant, which shall not be inconsistent with this Plan.

~~(b)~~ ~~Terms and Conditions.~~ ~~In addition to the terms and conditions that may be established at the time of a grant of Restricted Share Unit Awards, the following terms and conditions apply:~~

(i) Restricted Share Unit Awards may not be sold, pledged (except as permitted under Section 15(a)) or otherwise encumbered prior to the date on which the Shares are issued, or, if later, the date on which any applicable contingency, restriction or performance period lapses.

(ii) Restricted Share Unit Awards that are vested only due to the passage of time shall have a minimum three-year pro-rata vesting period (1/3 vests each year), except in connection with an adjustment provided for in Section 4(f) or Substitute Awards; provided, however, that a vesting period of less than three years may be approved for Restricted Share Unit Awards with respect to up to 5% of the Shares authorized under the Plan.

(iii) Shares (including securities convertible into Shares) subject to Restricted Share Unit Awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law. Shares (including securities convertible into Shares) purchased pursuant to a purchase right granted under this SECTION 9 thereafter shall be purchased for such consideration as the Committee shall in its sole discretion determine, which shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

~~(iv) The terms and conditions of Restricted Share Unit Awards need not be the same with respect to each recipient.~~

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~~SECTION 10. 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 (“Other Awards”) may be granted to Participants. Other Awards may be paid in Shares, cash or any other form of property as the Committee shall determine. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom, and the time or times at which, such Awards shall be made, the number of Shares to be granted pursuant to such Awards and all other conditions of the Awards. The terms and conditions of Other Awards need not be the same with respect to each recipient. Other Awards shall not exceed 5% of the Shares available for issuance under this Plan.

~~SECTION 11. PERFORMANCE AWARDS.~~ Awards with a performance feature are referred to as “Performance Awards.” Performance Awards may be granted in the form of Options, Stock Appreciation Rights, Restricted Share Units, Restricted Shares or Other Awards with the features and restrictions applicable thereto. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award, provided that the minimum performance period shall be one year. Performance Awards may be paid in cash, Shares, other property or any combination thereof in the sole discretion of the Committee. The performance levels to be achieved for each Performance Period and the amount of the Award to be paid shall be conclusively determined by the Committee. Except as provided in SECTION 12, each Performance Award shall be paid following the end of the Performance Period or, if later, the date on which any applicable contingency or restriction has ended.

~~SECTION 12. CHANGE IN CONTROL PROVISIONS.~~

~~(a)~~ ~~Effect of a Change in Control on Existing Awards under this Plan~~. Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise at the time of grant with respect to a particular Award, in the event of a Change in Control:

(i) any Time-Based Award consisting of Options, Stock Appreciation Rights or any other Time-Based Award in the form of rights that are exercisable by Participants upon vesting (“Exercisable Time-Based Award”), that is outstanding as of the date on which a Change in Control shall be deemed to have occurred and that is not then vested, shall become vested and exercisable, unless replaced by a Replacement Award;

(ii) any Time-Based Award that is not an Exercisable Time-Based Award that is outstanding as of the date on which a Change in Control shall be deemed to have occurred and that is not then vested, shall become free of all contingencies, restrictions and limitations and shall become vested and transferable, unless replaced by a Replacement Award;

(iii) any Replacement Award for which an Exercisable Time-Based Award has been exchanged upon a Change in Control shall vest and become exercisable in accordance with the vesting schedule and term for exercisability that applied to the corresponding Exercisable Time-Based Award immediately prior to such Change in Control, ~~provided~~, ~~however~~, that if within twenty four (24) months of such Change in Control, the Participant’s service with the Company or a Subsidiary is terminated without Cause (as such term is defined in the Arconic Inc. Change in Control Severance Plan) or by the Participant for Good Reason (as such term is defined in the Arconic Inc. Change in Control Severance Plan), such Award shall become vested and exercisable to the extent outstanding at the time of such termination of service. Any Replacement Award that has become vested and exercisable pursuant to this paragraph shall expire on the earlier of (A) thirty six (36) months following the date of termination of such Participant’s service (or, if later, the conclusion of the applicable post-termination exercise period pursuant to the applicable Award Agreement) and (B) the last day of the term of such Replacement Award;

(iv) any Replacement Award for which a Time-Based Award that is not an Exercisable Time-Based Award has been exchanged upon a Change in Control shall vest in accordance with the vesting schedule that applied to the corresponding Time-Based Award immediately prior to such Change in Control, ~~provided~~, ~~however~~, that if within twenty four (24) months of such Change in Control, the Participant’s service with the Company or a Subsidiary is terminated without Cause (as such term is defined in the Arconic Inc. Change in Control Severance Plan) or by the Participant for Good Reason (as such term is defined in the Arconic Inc. Change in Control Severance Plan), such Award shall become free of all contingencies, restrictions and limitations and become vested and transferable to the extent outstanding;

(v) any Performance Award shall be converted so that such Award is no longer subject to any performance condition referred to in SECTION 11 above, but instead is subject to the passage of time, with the number or value of such Replacement Award determined as follows: (A) if 50% or more of the Performance Period has been completed as of the date on which such Change in Control is deemed to have occurred, the number or value of such Award shall be based on

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actual performance during the Performance Period; or (B) if less than 50% of the Performance Period has been completed as of the date on which such Change in Control is deemed to have occurred, the number or value of such Award shall be the target number or value. Paragraphs (i) through (iv) above shall govern the terms of such Time-Based Award.

~~(b)~~ ~~Change in Control Settlement~~. Notwithstanding any other provision of this Plan, if approved by the Committee, upon a Change in Control, a Participant may receive a cash settlement under clauses (i) and (ii) below of existing Awards that are vested and exercisable as of the date on which such Change in Control shall be deemed to have occurred:

(i) a Participant who holds an Option or Stock Appreciation Right may, in lieu of the payment of the purchase price for the Shares being purchased under the Option or Stock Appreciation Right, surrender the Option or Stock Appreciation Right to the Company and receive cash, within 30 days of the Change in Control in an amount equal to the amount by which the Fair Market Value of the Shares on the date of the Change in Control exceeds the purchase price per Share under the Option or Stock Appreciation Right multiplied by the number of Shares granted under the Option or Stock Appreciation Right; and

(ii) a Participant who holds Restricted Share Units may, in lieu of receiving Shares which have vested under Section 12(a)(ii) of this Plan, receive cash, within 30 days of a Change in Control, in an amount equal to the Fair Market Value of the Shares on the date of the Change in Control multiplied by the number of Restricted Share Units held by the Participant.

~~SECTION 13. CODE SECTION 162(m) PROVISIONS.~~

(a) Notwithstanding any other provision of this Plan, if the Committee determines at the time a Restricted Share Award, a Performance Award or a Restricted Share Unit Award is granted to a Participant that such Participant is, or is likely to be as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this SECTION 13 is applicable to such Award.

(b) If an Award is subject to this SECTION 13, then the lapsing of contingencies or restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement by the Company on a consolidated basis, and/or by specified Subsidiaries or divisions or business units of the Company, as appropriate, of one or more objective performance goals established by the Committee. Performance goals shall be set by the Committee (and any adjustments shall be made by the Committee) within the time period prescribed by, and shall otherwise comply with, the requirements of Section 162(m) and the regulations thereunder.

(c) As the Committee deems appropriate, performance goals established by the Committee may be based upon (x) the achievement of specified levels of Company, Subsidiary, division or business unit performance under one or more of the measures described below, (y) the improvement in Company, Subsidiary, division or business unit performance under one or more of the measures, and (z) Company, Subsidiary or business unit performance under one or more of the measures relative to the performance of other comparator companies or groups of companies or an external index or indicator. Performance goals may include a threshold level of performance below which no Award will be earned, levels of performance at which an Award will become partially earned, and a level of performance at which an Award will be fully earned. Any of the measures listed below, as applicable, may be calculated to exclude special items, unusual or infrequently occurring items or nonrecurring items or may be normalized for fluctuations in market forces, including, but not limited to, foreign currency exchange rates and the price of aluminum on the London Metal Exchange:

~~(i) earnings, including earnings margin, operating income, earnings before or after taxes, and earnings before or after interest, taxes, depreciation, and amortization;~~

~~(ii) book value per share;~~

~~(iii) pre-tax income, after-tax income, income from continuing operations, or after tax operating income;~~

~~(iv) operating profit;~~

~~(v) earnings per common share (basic or diluted);~~

~~(vi) return on assets (net or gross);~~

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~~(vii) return on capital;~~

~~(viii) return on invested capital;~~

~~(ix) sales, revenues or growth in or returns on sales or revenues;~~

~~(x) share price appreciation;~~

~~(xi) total shareholder return;~~

(xii) cash flow, operating cash flow, free cash flow, cash flow return on investment (discounted or otherwise), cash on hand, reduction of debt, capital structure of the Company including debt to capital ratios;

~~(xiii) implementation or completion of critical projects or processes;~~

~~(xiv) economic profit, economic value added or created;~~

~~(xv) cumulative earnings per share growth;~~

~~(xvi) achievement of cost reduction goals;~~

~~(xvii) return on shareholders’ equity;~~

~~(xviii) total shareholders’ return;~~

~~(xix) reduction of days working capital, working capital or inventory;~~

~~(xx) operating margin or profit margin;~~

~~(xxi) capital expenditures;~~

~~(xxii) cost targets, reductions and savings, productivity and efficiencies;~~

(xxiii) strategic business criteria, consisting of one or more objectives based on market penetration, geographic business expansion, customer satisfaction (including product quality and delivery), employee satisfaction, human resources management (including diversity representation), supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons;

(xxiv) personal professional objectives, including any of the foregoing performance measures, the implementation of policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures, research or development collaborations, technology and best practice sharing within the Company, and the completion of other corporate goals or transactions;

(xxv) sustainability measures, community engagement measures or environmental, health or safety goals of the Company or the Subsidiary or business unit of the Company for or within which the Participant is primarily employed; or

~~(xxvi) audit and compliance measures.~~

(d) Notwithstanding any provision of this Plan other than Section 4(f) and SECTION 12, with respect to any Award that is subject to this SECTION 13, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals.

(e) The Committee shall have the power to impose such other restrictions on Awards subject to this SECTION 13 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code.

(f) For purposes of complying with Section 162(m) limitations on “performance-based compensation,” and subject to the adjustment provisions of Section 4(f), no Participant may be granted Options and/or Stock Appreciation Rights in any calendar year with respect to more than 3,333,333 Shares, or Restricted Share Awards or Restricted Share Unit Awards covering more than 1,333,333 Shares. The maximum dollar value payable with respect to Performance Awards that are valued with reference to property other than Shares and granted to any Participant in any one calendar year is $15,000,000.

~~SECTION 14. AMENDMENTS AND TERMINATION.~~ ~~The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time;~~ ~~provided~~ that notwithstanding any other provision in this Plan, no such amendment, alteration, suspension, discontinuation or termination shall be made: (a) 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

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which the Shares trade; or (b) without the consent of the affected Participant, if such action would impair the rights of such Participant under any outstanding Award, except as provided in Sections 15(e) and 15(f). Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary so as to have the Plan conform to local rules and regulations in any jurisdiction outside the United States or to qualify for or comply with any tax or regulatory requirement for which or with which the Board or Committee deems it necessary or desirable to qualify or comply. For clarity, this paragraph shall apply to all Awards granted under the Plan, whether granted prior to or following the amendment and restatement of the Plan effective on May 6, 2016.

~~SECTION 15. GENERAL PROVISIONS.~~

~~(a)~~ ~~Transferability of Awards~~. Awards may be transferred by will or the laws of descent and distribution. Except as set forth herein, awards shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. Unless otherwise provided by the Committee or limited by applicable laws, a Participant may, in the manner established by the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Unless otherwise provided by the Committee or limited by applicable laws, Awards may be transferred to one or more Family Members, individually or jointly, or to a trust whose beneficiaries include the Participant or one or more Family Members under terms and conditions established by the Committee. The Committee shall have authority to determine, at the time of grant, any other rights or restrictions applicable to the transfer of Awards; ~~provided however~~, that no Award may be transferred to a third party for value or consideration. Except as provided in this Plan or the terms and conditions established for an Award, any Award shall be null and void and without effect upon any attempted assignment or transfer, including, without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce or trustee process or similar process, whether legal or equitable.

~~(b)~~ ~~Award Entitlement. No Employee or Director shall have any claim to be granted any Award under the Plan and there is no obligation for uniformity of treatment of Employees or Directors under the Plan.~~

~~(c)~~ ~~Terms and Conditions of Award~~. The prospective recipient of any Award under the Plan shall be deemed to have become a Participant subject to all the applicable terms and conditions of the Award upon the grant of the Award to the prospective recipient, unless the prospective recipient notifies the Company within 30 days of the grant that the prospective recipient does not accept the Award. This Section 15(c) is without prejudice to the Company’s right to require a Participant to affirmatively accept the terms and conditions of an Award.

~~(d)~~ ~~Award Adjustments~~. Except as provided in SECTION 13, the Committee shall be authorized 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. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect.

~~(e)~~ ~~Committee Right to Cancel~~. The Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended at any time prior to a Change in Control: (i) if an Employee, without the consent of the Committee, while employed by the Company or a Subsidiary or after termination of such employment, becomes associated with, employed by, renders services to or owns any interest (other than an interest of up to 5% in a publicly traded company or any other nonsubstantial interest, as determined by the Committee) in any business that is in competition with the Company or any Subsidiary; (ii) in the event of the Participant’s willful engagement in conduct which is injurious to the Company or any Subsidiary, monetarily or otherwise; (iii) in the event of an Executive Officer’s misconduct described in Section 15(f); or (iv) in order to comply with applicable laws as described in Section 15(h) below. For purposes of clause (ii), no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Company or a Subsidiary. In the event of a dispute concerning the application of this Section 15(e), no claim by the Company shall be given effect unless the Board determines that there is clear and convincing evidence that the Committee has the right to cancel an Award or Awards hereunder, and the Board finding to that effect is adopted by the affirmative vote of not less than three quarters of the entire membership of the Board (after reasonable notice to the Participant and an opportunity for the Participant to provide information to the Board in such manner as the Board, in its sole discretion, deems to be appropriate under the circumstances).

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~~(f)~~ ~~Clawback~~. Notwithstanding any other provision of the Plan to the contrary, in accordance with the Company’s Corporate Governance Guidelines, 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, the Board will, to the full extent permitted by governing law, in all appropriate cases, effect the cancellation and recovery of Awards (or the value of Awards) previously granted to the Executive Officer if: (i) the amount of the Award was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement, (ii) the executive engaged in intentional misconduct that caused or partially caused the need for the restatement, and (iii) the amount of the Award had the financial results been properly reported would have been lower than the amount actually awarded. Furthermore, all Awards (including Awards that have vested in accordance with the Award Agreement) shall be subject to the terms and conditions, if applicable, of any other recoupment policy adopted by the Company from time to time or any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, including, without limitation, recoupment requirements imposed pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 304 of the Sarbanes-Oxley Act of 2002, or any regulations promulgated thereunder, or recoupment requirements under the laws of any other jurisdiction.

~~(g)~~ ~~Stock Certificate Legends~~. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which the Shares are then listed and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

~~(h)~~ ~~Compliance with Securities Laws and Other Requirements~~. No Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Company in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. Federal securities laws and any other laws, rules, regulations, stock exchange listing or other requirements to which such offer, if made, would be subject. Without limiting the foregoing, the Company shall have no obligation to issue or deliver Shares pursuant to Awards granted hereunder prior to: (i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and (ii) completion of any registration or other qualification with respect to the Shares under any applicable law in the United States or in a jurisdiction outside of the United States or procurement of any ruling or determination of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration, qualification or determination is not current, has been suspended or otherwise has ceased to be effective. The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained, and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such Shares, with or without consideration to the affected Participants.

~~(i)~~ ~~Dividends~~. No Award of Options or Stock Appreciation Rights shall have the right to receive dividends or dividend equivalents. A recipient of an Award of Restricted Shares shall receive dividends on the Restricted Shares subject to such contingencies or restrictions, if any, as the Committee, in its sole discretion, may impose. Dividend equivalents shall accrue on Restricted Share Units (including Restricted Share Units that have a performance feature) and shall only be paid if and when such Restricted Share Units vest, unless otherwise determined by the Committee. Dividend equivalents that accrue on Restricted Share Units will be calculated at the same rate as dividends paid on the common stock of the Company. Notwithstanding any provision herein to the contrary, no dividends or dividend equivalents shall be paid on Restricted Share Units that have not vested or on Restricted Share Units that have not been earned during a Performance Period.

~~(j)~~ ~~Consideration for Awards~~. Except as otherwise required in any applicable Award Agreement or by the terms of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration other than the rendering of services.

~~(k)~~ ~~Delegation of Authority by Committee~~. The Committee may delegate to one or more Executive Officers or a committee of Executive Officers the right to grant Awards to Employees who are not Executive Officers or Directors of the Company and to cancel or suspend Awards to Employees who are not Executive Officers or Directors of the Company.

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~~Attachment D~~ ~~(continued)~~

~~(l)~~ ~~Tax Obligations~~. The Company shall be authorized to withhold from any Award granted or payment due under the Plan the amount of Tax Obligations due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax Obligations, including without limitation requiring the Participant to pay cash, withholding otherwise deliverable cash or Shares having a fair market value equal to the amount required to be withheld, forcing the sale of Shares issued pursuant to an Award (or exercise or vesting thereof) having a fair market value equal to the amount required to be withheld, or requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the amount required to be withheld. For purposes of the foregoing, “Tax Obligations” means tax, social insurance and social security liability obligations and requirements in connection with the Awards, including, without limitation, (i) all U.S. Federal, state, and local income, employment and any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company (or a Subsidiary, as applicable), (ii) the Participant’s and, to the extent required by the Company (or a Subsidiary, as applicable), the Company’s (or a Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of an Award or sale of Shares issued under the Award, and (iii) any other taxes, social insurance, social security liabilities or premium for which the Participant has an obligation, or which the Participant has agreed to bear, with respect to such Award (or exercise thereof or issuance of Shares or other consideration thereunder). Furthermore, the Committee shall be authorized to, but is not required to, establish procedures for election by Participants to satisfy such obligations for the payment of such taxes by delivery of or transfer of Shares to the Company or by directing the Company to retain Shares otherwise deliverable in connection with the Award. All personal taxes applicable to any Award under the Plan are the sole liability of the Participant.

~~(m)~~ ~~Other Compensatory Arrangements~~. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

~~(n)~~ ~~Governing Law~~. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of New York, United States of America, without reference to principles of conflict of laws, and construed accordingly.

~~(o)~~ ~~Severability~~. If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

~~(p)~~ ~~Awards to Non-U.S. Employees~~. Awards may be granted to Employees and Directors who are foreign nationals or residents or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees and Directors who are not foreign nationals or residents or who are employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law, regulations or tax policy. Without limiting the generality of the foregoing, the Committee or the Board, as applicable, are specifically authorized to (i) adopt rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (ii) adopt sub-plans, Award Agreements and Plan and Award Agreement addenda as may be deemed desirable to accommodate foreign laws, regulations and practice. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s or a Subsidiary’s obligation with respect to tax equalization for Employees on assignments outside their home countries. Notwithstanding the discretion of the Committee under this section, the Participant remains solely liable for any applicable personal taxes.

~~(q)~~ ~~Repricing Prohibited~~. Except as provided in Section 4(f), the terms of outstanding Options or Stock Appreciation Rights may not be amended, and action may not otherwise be taken without shareholder approval, to: (i) reduce the exercise price of outstanding Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights, or (iii) replace outstanding Options or Stock Appreciation Rights in exchange for other Awards or cash at a time when the exercise price of such Options or Stock Appreciation Rights is higher than the Fair Market Value of a Share.

~~106~~

~~TABLE OF CONTENTS~~

~~2018 Proxy Statement~~

~~Attachment D~~ ~~(continued)~~

~~(r)~~ ~~Deferral.~~ The Committee may require or permit Participants to elect to defer the issuance of Shares or the settlement of Awards in cash or other property to the extent that such deferral complies with Section 409A of the Code and any regulations or guidance promulgated thereunder. The Committee may also authorize the payment or crediting of interest, dividends or dividend equivalents on any deferred amounts.

~~(s)~~ ~~Compliance with Section 409A of the Code~~. Except to the extent specifically provided otherwise by the Committee and notwithstanding any other provision of the Plan, Awards under the Plan are intended to satisfy the requirements of Section 409A of the Code (and the Treasury Department guidance and regulations issued thereunder) so as to avoid the imposition of any additional taxes or penalties under Section 409A of the Code. If the Committee determines that an Award, payment, distribution, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Committee specifically provides otherwise, such Award, payment, distribution, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant. Although the Company may attempt to avoid adverse tax treatment under Section 409A of the Code, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.

~~(t)~~ ~~Effect of Headings~~. The Section headings and subheadings herein are for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

~~SECTION 16. TERM OF PLAN.~~ No Award shall be granted pursuant to the Plan after May 2, 2023, but any Award theretofore granted may extend beyond that date. The Plan became effective upon its approval by the Company’s shareholders on May 3, 2013 and was subsequently amended and restated by the Board and re-approved by shareholders, effective May 6, 2016. On March 27, 2018, the Board approved a second amendment and restatement of the Plan, which shall be presented for approval by the Company’s shareholders on May 16, 2018. To the extent that the Company’s shareholders do not provide requisite approval of the Plan, Awards will be made under the Plan as approved by shareholders on May 6, 2016.

~~SECTION 17. TERMINATION OF PRIOR PLAN.~~ No stock options or other awards may be granted under the Amended and Restated 2009 Alcoa Stock Incentive Plan after May 2, 2013, but all such awards theretofore granted shall extend for the full stated terms thereof and be administered under the Amended and Restated 2009 Alcoa Stock Incentive Plan. Notwithstanding any other provision to the contrary, all outstanding awards previously granted under Prior Plans shall be governed by the terms and conditions of the applicable Prior Plans under which such awards were granted.

~~107~~

~~TABLE OF CONTENTS~~

~~(Vote on the other side) Arconic Inc. 390 Park Avenue New York, NY 10022-4608~~www.proxyvote.com. D48771-P50628 HOWMET AEROSPACE INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Arconic Inc. 2018 Annual Meeting of Shareholders 9:00 a.m. Eastern Time, Wednesday, May 16, 2018 at Lotte New York Palace Hotel 455 Madison Avenue New York, NY 10022 Admission Ticket This ticket is not transferable. Please keep this ticket to be admitted to the Annual Meeting of Shareholders. VOTE BY MAIL Return your proxy in the postage-paid envelope provided. VOTE BY INTERNET Access this website to cast your vote. www.cesvote.com VOTE BY TELEPHONE Call toll-free using a touch-tone telephone. 1-888-693-8683ANNUAL MEETING OF SHAREHOLDERS ON MAY 25, 2021 The ~~undersigned~~shareholder(s) hereby ~~appoints Peter Hong, W. Paul Myron~~appoint(s) Ramon J. Ceron, Kenneth J. Giacobbe and ~~Bruce~~Neil E. ~~Thompson, and~~Marchuk, or each of them, attorneys and proxies, with full power of substitution, to represent and to vote on behalf of the undersigned all of the shares of common stock of ~~Arconic~~Howmet Aerospace Inc. that the ~~undersigned is~~shareholder(s) is/are entitled to vote ~~if personally present~~ at the Annual Meeting of Shareholders ~~of Arconic Inc.~~ to be held at 9:00 a.m. Eastern Time on Tuesday, May ~~16, 2018,~~25, 2021, by virtual meeting via live webcast, and at any adjournment or postponement thereof, in accordance with the instructions set forth on the reverse side of this proxy card. The proxies are authorized to vote in their discretion upon all matters incident to the conduct of the meeting, and upon such other business as may properly come before the meeting, and at any adjournment or postponement thereof. Your telephone or Internet vote must be received by 6:00 a.m. Eastern Time on May 16, 2018, to be counted. If you vote by mail, your proxy card must be received before the meeting for your vote to be counted. This card also serves as voting instructions to the trustee of each employee savings plan sponsored by ~~Arconic~~Howmet Aerospace Inc., its subsidiaries or affiliates with respect to shares of common stock of ~~Arconic Inc.~~Howmet Aerospace held by the undersigned under any such plans. Your voting instructions must be received by ~~6:00 a.m.~~11:59 p.m. Eastern Time on May ~~14, 2018,~~21, 2021, or the trustee will vote your plan shares in the same proportion as those plan shares for which instructions have been received. Your vote on the proposals described in the accompanying Proxy Statement may be specified on the reverse side. If properly signed, dated and returned, this proxy will be voted as specified on the reverse side or, if no choice is specified, this proxy will be voted in accordance with the recommendation of the Board of Directors. Comments: Fold and detach here IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. c/o Corporate Election Services P. O. Box 1150 Pittsburgh, PA 15230-1150 THREE WAYS TO VOTE Vote by Mail. Please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Arconic Inc., c/o Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230-1150. Vote by Internet. Have your proxy card available when you access the website www.cesvote.com and follow the simple directions presented to record your vote. Vote by Telephone. Have your proxy card available when you call toll-free 1-888-693-8683 using a touch-tone phone and follow the simple directions presented to record your vote. Vote 24 hours a day, 7 days a week. Your telephone or Internet vote must be received by 6:00 a.m. Eastern Time on May 16, 2018, to be counted. If you vote by Internet or by telephone, please do not mail your proxy card. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 16, 2018—the Notice of 2018 Annual Meeting of Shareholders and Proxy Statement are available at www.ViewMaterial.com/ARNC.

~~TABLE OF CONTENTS~~

~~Signature Signature (if held jointly) Date~~ THIS PROXY, ~~CARD IS VALID ONLY~~ WHEN SIGNED AND DATED. Please sign exactly as your name or names appear(s) on this proxy card. If shares are held jointly, EACH holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. (continued from the other side) P R O X Y Please mark your choices clearly in the appropriate boxes. If no choice is specified, this proxy will be votedPROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR ~~Items 1, 2, 3 and 4 and AGAINST Item 5.~~THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, ~~RECOMMENDS A VOTE~~ FOR ~~ITEMS 1,~~PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4. 1. Election of Directors – Nominees to serve for a one-year term: 1. James F. Albaugh FOR AGAINST ABSTAIN 8. David P. Hess FOR AGAINST ABSTAIN 2. Amy E. Alving FOR AGAINST ABSTAIN 9. Sean O. Mahoney FOR AGAINST ABSTAIN 3. Christopher L. Ayers FOR AGAINST ABSTAIN 10. David J. Miller FOR AGAINST ABSTAIN 4. Charles Blankenship FOR AGAINST ABSTAIN 11. E. Stanley O’Neal FOR AGAINST ABSTAIN 5. Arthur D. Collins, Jr. FOR AGAINST ABSTAIN 12. John C. Plant FOR AGAINST ABSTAIN 6. Elmer L. Doty FOR AGAINST ABSTAIN 13. Ulrich R. Schmidt FOR AGAINST ABSTAIN 7. Rajiv L. Gupta FOR AGAINST ABSTAIN 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018 FOR AGAINST ABSTAIN 3. Approve, on an advisory basis, executive compensation FOR AGAINST ABSTAIN 4. Approve the 2013 Arconic Stock Incentive Plan, as amended and restated FOR AGAINST ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 5. 5. Shareholder proposal regarding shareholding threshold to call special shareowner meeting FOR AGAINST ABSTAIN IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACHPLEASE MARK, SIGN, DATE AND RETURN ~~THE BOTTOM PORTION IN~~THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. CONTINUED AND TO BE SIGNED ON REVERSE SIDE

	Letter to our Shareholders
	NOTICE OF ~~2018~~2021 ANNUAL MEETING OF SHAREHOLDERS			ii
	PROXY STATEMENT			~~ii~~ii
	Proxy Summary			11
	How to Cast Your Vote Prior to the 2021 Annual Meeting			1
	Voting Matters and Board Recommendations			2
	2020 Financial and Operating Highlights			2
	Director Nominees			3
	Corporate Governance Highlights			4
	Executive Compensation Highlights			6
	Item 1 Election of Directors			67
	Summary of Director ~~Attributes~~Diversity and ~~Skills~~Attributes			78
	Director Nominees			89
	Nominating Board ~~Candidates—~~Candidates−Procedures and Director Qualifications			~~15~~15
	Shareholder Recommendations for Director Nominees			~~15~~15
	Shareholder Nominations			~~15~~15
	Minimum Qualification for Director Nominees and Board Member Attributes			~~15~~15
	Process of Evaluation of Director Candidates			~~16~~16
	Director Compensation			~~17~~17
	Director Fees			~~17~~17
	~~Directors’~~Directors' Alignment with Shareholders			~~18~~18
	Stock Ownership Guideline for Directors			~~18~~18
	Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging			~~19~~19
	~~2017~~2020 Director Compensation			~~20~~20
	Corporate Governance			~~23~~22
	The Structure and Role of the Board of Directors			~~24~~23
	Board Leadership Structure			~~24~~23
	The ~~Board’s~~Board's Role in Risk Oversight			~~24~~24
	Board Oversight of COVID-19			25
	Director Qualifications ~~Board Diversity and Board Tenure~~			~~26~~26
	Board Diversity			26
	Director ~~Attributes~~Tenure and ~~Skills~~Retirement Age Policy			~~26~~26
	Board Meetings and Attendance			~~26~~26
	Board, Committee and Director Evaluations			~~26~~27
	Committees of the Board			~~27~~28
	~~Voting for Directors~~Investor Engagement			~~29~~30
	Communications with Directors			~~29~~30
	Director Independence			~~29~~31
	~~Related Person Transactions~~Voting for Directors			~~30~~31
	Related Person Transactions			31

	Section 16(a) Beneficial Ownership Reporting Compliance			~~33~~35
	~~Arconic~~Howmet Aerospace Stock Ownership			~~36~~35
	Stock Ownership of Certain Beneficial Owners			~~33~~35
	Stock Ownership of Directors and Executive Officers			~~35~~36
	Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm			~~37~~38
	Report of the Audit Committee			~~38~~39
	Audit and Non-Audit Fees			~~39~~40
	Item 3 Advisory Approval of Executive Compensation			~~40~~41
	Compensation Committee Report			41
	Executive Compensation			42
	Compensation Discussion and Analysis			42
	~~Compensation Committee Report~~Summary of Key 2020 Inputs and Decisions			~~40~~
	~~Executive Compensation~~			~~41~~
	~~Compensation Discussion and Analysis~~			~~41~~
	~~Executive Summary~~			~~42~~43
	Compensation Philosophy and Design			~~44~~50
	2020 Annual Cash Incentive Compensation ~~Decisions~~Plan Design, Targets and Results			~~49~~53
	~~Analysis of 2017 Compensation Decisions~~2020 Long-Term Incentives			~~49~~54
	~~2017 Annual Cash Incentive Compensation~~			~~50~~
	~~2017 Equity Awards: Stock Options and Performance-Based Restricted Share Units~~			~~51~~
	2020 Individual Compensation Arrangements and Performance-Based Pay Decisions			~~52~~55
	~~2017~~2020 Summary Compensation Table			~~56~~58
	~~2017~~2020 Grants of Plan-Based Awards			~~59~~60
	~~2017~~2020 Outstanding Equity Awards at Fiscal Year-End			~~60~~61
	~~2017~~2020 Option Exercises and Stock Vested			~~61~~62
	~~2017 CEO Pay Ratio~~2020 Pension Benefits			~~61~~62
	~~2017 Pension Benefits~~2020 Nonqualified Deferred Compensation			~~63~~63
	~~2017 Nonqualified Deferred Compensation~~			~~64~~
	Potential Payments Upon Termination or Change in Control			~~65~~64
	~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated~~2020 CEO Pay Ratio			~~67~~66
	~~Equity Compensation Plan Information~~Item 4 Shareholder Proposal			~~76~~67
	~~Item 5 Shareholder Proposal~~			~~77~~
	Questions and Answers About the Meeting and Voting			~~79~~70
	Information regarding the Virtual Annual Meeting Format			75

Attachments		8476
Attachment A –	Pre-Approval Policies and Procedures for Audit and Non-Audit Services	8476
Attachment B –	~~Arconic~~Howmet Aerospace Inc. Peer Group Companies ~~for Market Information for 2017 Executive Compensation Decisions (non-CEO positions)~~	8678
Attachment C –	Calculation of Financial Measures	8779
~~Attachment D –~~	~~2013 Alcoa Stock Incentive Plan, as Amended and Restated~~	94

	~~Time~~Date and ~~Date:~~Time:			Tuesday, May 25, 2021, at 9:00 a.m., Eastern Time ~~May 16, 2018~~
	Place:			~~Lotte New York Palace Hotel, 455 Madison Avenue, New York, NY 10022~~Webcast: online at www.virtualshareholdermeeting.com/HWM2021.
	Record Date:			March ~~21, 2018~~
	~~Webcast:~~			~~A live webcast of the meeting will be available from our website at~~ ~~http://www.arconic.com~~ ~~under~~ ~~“Investors—Annual Meeting.”~~ 29, 2021
	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 ~~21, 2018,~~29, 2021, the record date for the ~~annual meeting,~~Annual Meeting, there were ~~482,807,490~~434,076,077 shares of common stock outstanding and expected to be entitled to vote at the ~~2018~~2021 Annual Meeting. There are no other securities of the Company outstanding and entitled to vote at the ~~2018~~2021 Annual Meeting.
	~~Admission:~~Additional Information:			~~An admission ticket is required to enter Arconic’s annual meeting. See Question 3 in~~Please see “Information regarding the ~~“Questions and Answers About the~~Virtual Annual Meeting ~~and Voting”~~Format section regarding how to obtain a ticket. 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). 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.” on page 75 for further information.


(dollars in millions, except share and per share amounts)	2020
Sales		$	5,259
Operating income		$	626
Operating income excluding special items*		$	809
Income from continuing operations after income taxes		$	211
Income from continuing operations excluding special items*		$	354
Total assets		$	11,433
Total liabilities		$	7,866
Common stock outstanding (on December 31)			433
Per common share data
Diluted earnings per share (continuing operations)		$	0.48
Diluted earnings per share excluding special items*		$	0.80

	~~Sincerely,~~

	~~John C. Plant~~ ~~Chairman of the Board~~			~~Charles “Chip” Blankenship~~ ~~Chief~~ Sincerely, John C. Plant Executive Chairman and Co-Chief Executive Officer


	By Internet at ~~www.cesvote.com~~www.proxyvote.com			~~calling 1-888-693-8683~~By Phone ~~toll-free~~1-800-690-6903 Toll-free from the U.S., U.S. Territories or Canada			~~mail~~By Mail ~~return the signed~~Mark, Sign, Date and Return your proxy card

	Board Independence and Accountability
	Board Independence				✓ ~~Separation of the Chairman and the Chief Executive Officer positions~~ ✓ ~~Directors have a broad array of attributes and skills directly relevant to the Company and its businesses~~ ✓ ~~Regular executive sessions of independent directors~~ ✓ ~~Attendance by incumbent directors at Board and committee meetings in 2017 averaged 96%~~ ✓ ~~Independent Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees~~ ✓ Permanent Finance Committee that reviews and provides advice regarding capital structure, capital allocation, financial exposures, mergers and acquisitions, pension investment performance and other financial matters ✓ ~~Risk oversight by full Board and committees~~ ✓ ~~Shareholder engagement program involving independent directors~~ ✓ ~~Shareholders’ right to call special meetings~~ ✓ ~~Shareholders’ ability to take action by written consent~~ ✓ ~~Proxy access mechanism to enable eligible shareholders to nominate director candidates~~ ✓ ~~Policies prohibiting short sales, hedging, margin accounts and pledging~~ ✓ ~~Long-standing commitment to sustainability~~ 9 of 11 director nominees are independent. Our Co-Chief Executive Officers, John C. Plant (who is also Executive Chairman) and Tolga I. Oal, are employee directors.
	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 2020; in fact, director attendance in 2020 averaged 97.5%. • 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 11 director nominees are female or racially/ethnically diverse. ✓ No director should stand for election if the director has reached age 75, unless the Board determines that such director's continued service is in the Company's interest. See "Item 1 Election of Directors" for additional information.
	Board Committees				✓ Fully independent Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees. ✓ 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.

	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: • A director who is chief executive officer of a public company should not serve on more than two boards of public companies in addition to the board of the company at which such director serves as chief executive officer. • Directors should not serve on more than four other public company boards in addition to the Howmet Aerospace Board. • An Audit Committee member should not serve on the audit committees of more than two other public companies.
	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, which can be found at www.howmet.com/esg-report/.
	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 inCompany 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 that each Co-CEO must retain equity equal in value to six-times his base salary.

	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 ✓ Independent Compensation Consultant ✓ Conservative Risk Profile ✓ Claw-Back Policy				✗ No Guaranteed ~~Annual~~ Bonuses ✗ ~~No Parachute Tax Gross-Ups~~ ✗ No ~~Accelerated Vesting of Equity Outside of a Double-Trigger Change-in-Control~~Parachute Tax Gross-Ups ✗ No Short Sales, Derivative Transactions or Hedging ~~of Company Stock~~ ✗ No Dividends on Unvested Equity Awards ✗ ~~No Multi-Year Employment Contracts~~ ✗ No Share Recycling or Option Repricing ✗ No Significant Perquisites

				James F. Albaugh
				Lead Director since: April 2020 Director since: 2017 Age: 6770 Committees: Audit Committee; ~~Cybersecurity Advisory Subcommittee (Chair)~~Governance and Nominating Committee Other Current Public Directorships: American Airlines Group Inc.~~; Harris Corporation~~

				Amy E. Alving
				Director ~~from:~~since: 2018 ~~2016 – 2017~~ Age: 5558 Committees: Governance and Nominating Committee (Chair); Cybersecurity Advisory Subcommittee (Chair) Other Current Public Directorships: DXC Technology Company; Federal National Mortgage Association (Fannie Mae)

				~~Christopher L. Ayers~~Sharon R. Barner
				Director since: ~~2017~~April 2021 Age: 5163 Committees: Governance and Nominating Committee

				Joseph S. Cantie
				Director since: 2020 Age: 57 Committees: Audit Committee; Compensation and Benefits Committee; Finance Committee Other Current Public Directorships:~~Universal Stainless & Alloy Products,~~ Summit Materials, Inc.; TopBuild Corporation

				~~Charles “Chip” Blankenship~~
				~~Director since:~~ ~~2018~~ ~~Age:~~ 51

				~~Arthur D. Collins, Jr.~~Robert F. Leduc
				Director since: ~~2010~~2020 Age: 70 65 Committees: Compensation and Benefits Committee (Chair)~~; Governance and Nominating Committee~~ Other Current Public Directorships: ~~The Boeing Company; U.S. Bancorp~~AAR Corporation; JetBlue Airways Corporation

				~~Elmer L. Doty~~
				~~Director since:~~ ~~2017~~ ~~Age:~~ 63 ~~Committees:~~ ~~Compensation and Benefits Committee; Governance and Nominating Committee~~

				~~Rajiv L. Gupta~~
				~~Director since:~~ ~~2016~~ ~~Age:~~ 72 ~~Committees:~~ ~~Compensation and Benefits Committee; Governance and Nominating Committee~~ ~~Other Current Public Directorships:~~ ~~Aptiv PLC (Chairman)~~

				~~David P. Hess~~
				~~Director since:~~ ~~2017~~ ~~Age:~~ 62 ~~Committees:~~ ~~Audit Committee;~~ ~~Finance Committee~~

				~~Sean O. Mahoney~~
				~~Director since:~~ ~~2016~~ ~~Age:~~ 55 ~~Committees:~~ ~~Audit Committee; Finance Committee (Chair)~~ ~~Other Current Public Directorships:~~ ~~Aptiv PLC; Cooper-Standard Holdings Inc.~~

				David J. Miller
				Director since: 2017 Age: 3942 Committees: Finance Committee

Non-Employee Directors	Director Since		Value of Holdings in Arconic Stock, Deferred Share Units and Deferred Restricted Share Units
James F. Albaugh		2017		$	228,074
Christopher L. Ayers		2017		$	340,766
Arthur D. Collins, Jr.		2010		$	2,335,839
Elmer L. Doty		2017		$	252,314
Rajiv L. Gupta		2016		$	182,309
David P. Hess		2017		$	4,268,834
Sean O. Mahoney		2016		$	359,261
David J. Miller		2017		$	45,765
E. Stanley O’Neal		2008		$	1,422,936
John C. Plant		2016		$	641,100
Patricia F. Russo		2008		$	1,424,754
Ulrich R. Schmidt		2016		$	345,687

Name1 (a)	Fees Earned or Paid in Cash ($)(b)2			Stock Awards ($)(c)3			All Other Compensation ($)(g)			Total ($)(h)
James F. Albaugh4		$	78,247		$	120,013			—		$	198,260
Amy E. Alving5		$	52,470			—			—		$	52,470
Christopher L. Ayers6		$	72,258		$	120,013			—		$	192,271
Arthur D. Collins, Jr.7		$	140,000		$	120,013			—		$	260,013
Elmer L. Doty8		$	72,258		$	120,013			—		$	192,271
Rajiv L. Gupta9		$	120,000		$	120,013			—		$	240,013
Sean O. Mahoney10		$	146,125		$	120,013			—		$	266,138
Patrice E. Merrin11		$	68,387		$	120,013			—		$	188,400
David J. Miller12		$	4,194		$	51,618			—		$	55,812
E. Stanley O’Neal13		$	131,000		$	120,013			—		$	251,013
John C. Plant14		$	152,466		$	249,993			—		$	402,459
L. Rafael Reif15		$	48,065			—			—		$	48,065
Julie G. Richardson16		$	131,000		$	120,013			—		$	251,013
Patricia F. Russo17		$	251,803		$	120,013			—		$	371,816
Ulrich R. Schmidt18		$	147,500		$	120,013			—		$	267,513
Martin S. Sorrell19		$	30,000			—			—		$	30,000
Ratan N. Tata20		$	40,645			—		$	6,097		$	46,742

Metric		Defined Corporate Level Payout Percentage							Result	% of Target	Weighting	Weighted Result
Metric		0%			50%	100% (Target)	150%	200%	Result	% of Target	Weighting	Weighted Result
($in millions)
Financial Measures	EBIT		$	1,075	$1,195	$1,314	$1,554	$1,793	$1,315	100%	45.0%	45.0%
Financial Measures	Free Cash Flow		$	236	$ 398	$ 560	$ 885	$1,210	$ 283	14.6%	45.0%	6.6%
Non- Financial Measures	Safety1
	DART				0.467	0.455		0.444	0.406	200.0%	5.0%	10.0%
	Diversity2
	Executive Level Women, Global				23.3%	23.5%		24.0%	23.6%	120%	1.25%	1.5%
	Executive Level Minorities, U.S.				15.0%	15.2%		15.7%	14.6%	0%	1.25%	0%
	Professional Level Women, Global				29.4%	29.7%		30.2%	29.1%	0%	1.25%	0%
	Professional Level Minorities, U.S.				19.2%	19.5%		20.0%	19.1%	0%	1.25%	0%
IC RESULT												63.1%

Performance Metric	Payout Percentage							2017 Actual	Plan Result	Weighting	Payout Result
Performance Metric	0%	50%			100%	150%	200%	2017 Actual	Plan Result	Weighting	Payout Result
Revenue ($M)	$12,038 or below		$	12,203	$12,538	$12,931	$13,325 or above	$12,892	144.9%	25%	36.2%
EBITDA Margin (%)	12.4% or below			13.70%	15.0%	16.80%	18.6% or above	14.3%	75.4%	25%	18.8%
RONA (%)	4.7% or below			7.00%	9.3%	12.70%	16.2% or above	8.4%	81.2%	50%	40.6%
									TOTAL	100%	95.7%

Name	Year	Total Compensation (from column j above)			Forfeited Equity Awards	% of Total Equity (columns e & f above) Forfeited	Total Compensation Less Forfeited Equity Awards
Klaus Kleinfeld Former Chairman and Chief Executive Officer	2017		$	16,590,491	$9,293,093	100%	$7,297,398
	2016		$	16,805,788	$9,230,889	93%	$7,574,899
	2015		$	17,486,229	$9,317,069	87%	$8,169,160
Total Forfeited Equity Awards					$27,841,051

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
Kenneth J. Giacobbe		$	979,029		$	96,997		$	39,906		$	1,115,933
Timothy D. Myers		$	1,027,981		$	149,174		$	40,579		$	1,217,734
Katherine H. Ramundo		$	1,076,932		$	64,616		$	595		$	1,142,143
Eric V. Roegner		$	1,037,771		$	62,266		$	595		$	1,100,632

Name	Estimated net present value of change in control severance and benefits
Kenneth J. Giacobbe		$	3,008,018
Timothy D. Myers		$	4,032,065
Katherine H. Ramundo		$	2,790,445
Eric V. Roegner		$	2,654,182

		Performance RSUs
Name and Position	Options & RSUs No. of Shares	Target No. of Shares	Maximum No. of Shares
David P. Hess2 Interim Chief Executive Officer	123,210
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	101,769	118,599	237,198
Timothy D. Myers Executive Vice President, Global Rolled Products and Transportation and Construction Solutions	85,943	100,663	201,326
Katherine H. Ramundo Executive Vice President, Chief Legal Officer and Secretary	81,607	77,210	154,420
Eric V. Roegner Executive Vice President and Group President, Engineered Products and Solutions	106,820	115,544	231,088
Klaus Kleinfeld3 Former Chairman and Chief Executive Officer	1,187,035	1,387,040	2,774,080
Christoph Kollatz3 Former Executive Vice President, Corporate Development, Strategy & New Ventures	109,823	121,572	243,144
Karl Tragl3 Former Executive Vice President and Group President, Engineered Products and Solutions	76,680	157,870	181,740
Current Executive Officers as a Group:	1,090,914	648,316	1,296,632
Non-Executive Directors as a Group:	88,203	0	0
All Employees who are not Executive Officers, as a Group:	12,326,435	1,076,333	2,152,666

	December 31, 2017
Net Assets:
Add: Receivables from customers, less allowances		$	1,035
Add: Deferred purchase program2			187
Add: Inventories			2,480
Less: Accounts payable, trade			1,839
Working capital			1,863
Properties, plants, and equipment, net			5,594
Net assets – total		$	7,457
RONA			8.3%
Adjustment for incentive compensation3			0.1%
RONA – as adjusted for incentive compensation			8.4%

Ownership Requirements and Annual Compensation Limits

Stock Ownership Requirement

Timeline to Achieve Stock Ownership

Total Annual Director Compensation Limit