Summary
This 8-K filing from Howmet Aerospace Inc. (then Arconic Inc.) on December 20, 2019, details significant changes to executive compensation related to the planned separation of the company into two independent entities. The Compensation and Benefits Committee amended the performance-based restricted share units (PRSUs) granted in 2018 and 2019 for named executive officers. The primary objective of these amendments was to adjust the vesting and performance criteria of these awards to align with the upcoming separation, ensuring they are unaffected by the corporate split and reflect achievements prior to the event. The key change involves shortening the performance period for 2018 PRSUs to conclude by December 31, 2019, converting them to time-based restricted share units vesting in 2021. Similarly, 2019 PRSUs have been converted directly to time-based restricted share units, with no performance goals, vesting in 2022. These adjustments ensure clarity and fairness in executive compensation amidst significant corporate restructuring, providing executives with defined outcomes for their long-term incentives.
Key Highlights
- 1Amendment to performance-based restricted share units (PRSUs) for named executive officers due to planned company separation.
- 2Performance period for 2018 PRSUs shortened to end December 31, 2019.
- 32018 PRSUs converted to time-based restricted share units vesting in 2021.
- 42019 PRSUs converted to time-based restricted share units with no performance goals, vesting in 2022.
- 5Adjustments ensure compensation aligns with corporate separation and prior performance.
- 6Specific grants for officers Kenneth J. Giacobbe, Timothy D. Myers, and Katherine H. Ramundo are detailed.
- 7The filing is related to Arconic Inc.'s strategic decision to separate into two publicly traded companies.