8-KLeadership ChangesExhibits & Filings

Howmet Aerospace Inc. 8-K Report, Executive Changes (Aug 15, 2007)

Filed August 15, 2007For Securities:HWM

Summary

This 8-K filing from Alcoa Inc. (the registrant, which would later become Howmet Aerospace Inc. after a spin-off and renaming) on August 15, 2007, announces a significant executive change. Klaus Kleinfeld has been elected to the newly created position of President and Chief Operating Officer, effective October 1, 2007. This appointment is a strong indicator of succession planning, as Mr. Kleinfeld is expected to assume the roles of Chief Executive Officer and Chairman upon the retirement of the current CEO. Investors should note the substantial compensation package offered to Mr. Kleinfeld, including a high base salary, incentive opportunities, significant equity awards, and considerable signing benefits and relocation assistance. His prior experience as CEO of Siemens AG and his ongoing directorships at other major corporations underscore his extensive background in global industrial operations and governance. This move signals a strategic leadership transition for Alcoa.

Key Highlights

  • 1Klaus Kleinfeld appointed President and Chief Operating Officer, effective October 1, 2007.
  • 2Kleinfeld is expected to succeed the current CEO as Chairman and CEO upon retirement.
  • 3Kleinfeld brings extensive experience from his previous role as CEO of Siemens AG.
  • 4Compensation package includes a $1.4 million base salary, with significant incentive and equity awards.
  • 5Substantial signing bonus ($6.5 million), stock award ($1.0 million), and relocation allowance ($1.2 million) are provided.
  • 6Mr. Kleinfeld will continue to serve as a director of Alcoa.
  • 7The appointment is effective October 1, 2007, with an announcement press release dated August 15, 2007.

Frequently Asked Questions

Klaus Kleinfeld, age 49, has been elected as Alcoa's new President and Chief Operating Officer. He previously served as President and Chief Executive Officer of Siemens AG from January 2005 to June 2007, and held various leadership roles within Siemens AG and its U.S. arm since 2001. He has also served as a director for Citigroup Inc. and Bayer AG since 2005.

This appointment is highly significant as it represents a clear succession plan. Mr. Kleinfeld is slated to become the Chief Executive Officer and Chairman of the Board upon the retirement of the current CEO, indicating a planned transition to new leadership.

Mr. Kleinfeld's compensation includes a base salary of $1,400,000, with a target cash incentive of 120% of his base salary (up to 240% based on performance). He will also receive service-based and performance-based equity awards totaling $675,000 each. Additionally, he is receiving substantial signing benefits, including a $6.5 million signing bonus, a $1.0 million stock award, and a $1.2 million relocation allowance, all subject to clawback provisions if he voluntarily terminates employment within three years.

Beyond salary and equity, Mr. Kleinfeld is entitled to regular benefits available to senior executives, including an Executive Severance Agreement providing for two times annual salary and benefit continuation upon involuntary termination, or enhanced severance under a Change in Control Severance Plan. He also has rights to use company aircraft comparable to the CEO, and will receive pension benefits upon retirement.