8-KLeadership ChangesExhibits & Filings

Howmet Aerospace Inc. 8-K Report, Executive Changes (Jul 29, 2009)

Filed July 29, 2009For Securities:HWM

Summary

This 8-K filing from Alcoa Inc. (then registered under HWM, though it appears to be a filing by Alcoa Inc. not Howmet Aerospace Inc.) on July 29, 2009, primarily details significant leadership changes and executive compensation arrangements. The most crucial information for investors concerns the retirement of Alain J. P. Belda, the Executive Chairman of the Board, effective August 1, 2009, after a long tenure. While Mr. Belda will step down as an executive officer, he is expected to continue as Chairman of the Board until the annual shareholder meeting in April 2010. The filing also outlines the succession plan, anticipating that current CEO Klaus Kleinfeld will assume the Chairman role. The report specifies the terms of Mr. Belda's transition, including his pro-rated incentive compensation, director's fees, office support stipend, continued life insurance premium payments, and a significant charitable contribution matching program. Additionally, J. Michael Schell has been appointed Executive Vice President – Business Development. These disclosures are important for understanding leadership stability, executive succession, and the associated financial implications for the company.

Key Highlights

  • 1Alain J. P. Belda, Executive Chairman of the Board, to retire as an executive officer effective August 1, 2009.
  • 2Mr. Belda to continue as Chairman of the Board until the April 23, 2010 annual meeting.
  • 3Klaus Kleinfeld, President and CEO, is expected to succeed Mr. Belda as Chairman of the Board.
  • 4Details of Mr. Belda's transition compensation include pro-rated incentive pay, director's fees, office support, and life insurance premium coverage.
  • 5Alcoa Inc. will match a $2.5 million contribution to a foundation established by Mr. Belda and his wife.
  • 6J. Michael Schell appointed Executive Vice President – Business Development, effective August 3, 2009.
  • 7The filing references attachments of a letter agreement with Mr. Belda and a press release regarding Mr. Schell.

Frequently Asked Questions

Alain J. P. Belda was the Executive Chairman of the Board of Directors of Alcoa Inc. He is retiring as an executive officer on August 1, 2009, after over 40 years with the company. He is expected to continue serving as Chairman of the Board until the next annual shareholder meeting on April 23, 2010.

Mr. Belda will receive his 2009 target incentive compensation, pro-rated through August 1, 2009. From August 1, 2009, he will receive a director's fee ($192,500 annually, pro-rated). He will also receive a quarterly stipend of up to $35,000 for office support for up to five years, and the company will continue to pay life insurance premiums until December 2019. Additionally, Alcoa Inc. will match a $2.5 million contribution to a foundation established by Mr. Belda and his wife.

It is anticipated that Klaus Kleinfeld, who is currently the President and Chief Executive Officer of Alcoa Inc., will succeed Mr. Belda as Chairman of the Board upon Mr. Belda's retirement from that role.

Yes, J. Michael Schell has been appointed Executive Vice President – Business Development, effective August 3, 2009. He previously held various executive roles focused on business development and law.