HOWMET AEROSPACE INC (HWM)
Sector: Industrials
2026 Annual Meeting Analysis
HOWMET AEROSPACE INC · Meeting: May 19, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of 9 Directors to Serve a One-Year Term Expiring at the 2027 Annual Meeting of Shareholders
HWM's 3-year price return of 469.2% vastly exceeds the peer group median of 50.5% by +418.7 percentage points, far above the 65-point threshold for a strong-positive-TSR company, so no TSR trigger fires; Albaugh holds no other current public company board seats and meets all attendance and independence requirements.
TSR trigger does not apply given HWM's exceptional outperformance; Alving holds one other public company board seat (Versigent PLC), well within the four-seat overboarding limit, and attended all meetings with no independence or qualification concerns.
TSR trigger does not apply; Barner holds no other current public company board seats and all independence, attendance, and qualification checks pass.
TSR trigger does not apply; Cantie holds two other public company seats (Gates Industrial Corporation, TopBuild Corporation), within the four-seat limit, and is a designated audit committee financial expert with strong financial credentials.
TSR trigger does not apply; Leduc holds two other public company seats (AAR Corporation, JetBlue Airways), within the overboarding limit, and brings deep aerospace industry expertise with full meeting attendance.
TSR trigger does not apply; Miller holds no current public company board seats following her departure from LKQ Corporation and meets all attendance, independence, and qualification requirements.
As the sitting CEO, Plant is subject to the same TSR trigger as other directors, but HWM's extraordinary 3-year outperformance of +418.7pp versus the peer median (well above the 65pp threshold) means no TSR trigger fires; he holds two outside public company seats (Jabil Circuit, Masco Corporation), which equals the two-seat limit for sitting CEOs and does not exceed it, so no overboarding flag is triggered.
TSR trigger does not apply; Schmidt holds no other current public company board seats, serves as Audit Committee Chair and designated financial expert, and meets all attendance and independence requirements.
Smith joined the board in 2023 and as a sitting CEO of Cornerstone Building Brands holds only the one HWM seat, so no overboarding concern applies; the TSR trigger does not fire given HWM's exceptional outperformance.
All nine director nominees receive a FOR vote. HWM's 3-year total shareholder return of 469.2% outperforms the company-disclosed peer group median of 50.5% by +418.7 percentage points, far exceeding the 65-point threshold required to trigger an against vote for a strong-positive-TSR company. No director has an overboarding, attendance, independence, or qualification concern that warrants an against vote.
Say on Pay
✗ AGAINSTCEO
John C. Plant
Total Comp
$70,547,718
Prior Support
N/A
CEO John C. Plant received total compensation of approximately $70.5 million in 2025. For a CEO at an industrial company with a market cap of approximately $95 billion, this level of pay is materially above what our benchmark for a CEO at this market cap band and sector would support — the magnitude is so large that it exceeds the +20% individual CEO threshold under our policy. While HWM's stock performance has been extraordinary (3-year return of 469%), and the company does have a strong pay-for-performance philosophy with meaningful clawback provisions and long-term equity metrics including relative total shareholder return, the absolute level of CEO pay is too far above independent benchmarks to support approval under our policy. The pay mix and governance structure are otherwise sound, but the sheer size of the CEO's total pay package triggers a no vote on the pay level question independent of the company's strong performance.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
75 yrs
Audit Fees
$7,700,000
Non-Audit Fees
$1,100,000
PwC and its predecessor firms have audited Howmet Aerospace continuously since 1950, a relationship of approximately 75 years — far exceeding the 25-year tenure threshold that triggers a no vote under our policy. The non-audit fee ratio is well within acceptable limits (non-audit fees of approximately $1.1 million, representing about 14% of audit fees of $7.7 million), and there are no restatement concerns, but the extraordinary length of this auditor relationship raises independence and professional skepticism concerns that the proxy does not adequately address with a concrete rotation plan or other compelling justification.
Overall Assessment
The 2026 Howmet Aerospace annual meeting features three standard proposals. All nine director nominees receive a FOR vote, supported by HWM's exceptional stock performance that outpaces peers by over 400 percentage points over three years. The auditor ratification receives an AGAINST vote solely due to PwC's extraordinary 75-year tenure, which far exceeds the 25-year independence threshold; and the executive compensation advisory vote receives an AGAINST vote because CEO total pay of approximately $70.5 million materially exceeds benchmarks for the role at this company's size, even after accounting for the company's outstanding performance.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing