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
Director since 2017 with strong aerospace industry credentials; HWM's 3-year price return of 469.2% outperforms the XLI ETF by +394.7 percentage points, far exceeding the 65pp threshold for a strong-positive TSR, so the TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Director since 2018 with deep technology and cybersecurity expertise; TSR trigger does not apply given HWM's exceptional outperformance of XLI (+394.7pp vs. 65pp threshold); holds one outside public board seat (Versigent PLC), well within limits; no other concerns.
Director since 2021 with relevant legal, human capital, and industrial experience; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Director since 2020 with strong financial expertise and designated audit committee financial expert; holds two outside public board seats (Gates Industrial, TopBuild), within the three-seat limit for non-executive directors; TSR trigger does not apply; no other concerns.
Director since 2020 with deep aerospace operational expertise including as former President of Pratt & Whitney; holds two outside public board seats (AAR Corporation, JetBlue Airways), within limits; TSR trigger does not apply; no other concerns.
Director since 2020 with executive leadership, technology, and legal expertise; no current outside public board seats; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Executive Chairman and CEO since 2016/2021; as an executive director he is subject to the same TSR trigger as independent directors, but the trigger does not apply given HWM's exceptional 469.2% three-year return, which outperforms XLI by +394.7pp (threshold is 65pp); holds two outside public board seats (Jabil Circuit, Masco), within the two-seat limit for sitting CEOs at outside boards; no overboarding or other concerns.
Director since 2016 with extensive aerospace financial expertise and designated audit committee financial expert; no current outside public board seats; TSR trigger does not apply; no overboarding, attendance, or independence concerns.
Director since 2023 with operational and manufacturing expertise; joined within the last three years and his tenure covers less than half of any relevant measurement period, and in any event the TSR trigger does not apply given HWM's exceptional performance; no overboarding or other concerns.
All nine directors receive a FOR vote. HWM's 3-year price return of 469.2% outperforms the XLI ETF benchmark by +394.7 percentage points, far exceeding the 65pp threshold required to trigger a vote against any director under the strong-positive TSR rule. No director is overboarded, all attended at least 75% of meetings (average attendance 96.4%), all committees are fully independent, and no familial or material independence concerns were identified.
Say on Pay
✗ AGAINSTCEO
John C. Plant
Total Comp
$70,547,718
Prior Support
N/A
The CEO's total reported compensation of $70.5 million is extraordinarily high for an industrial company of any size, and our benchmark for a CEO at a large-cap industrials company indicates this level is well above the +20% threshold above which our policy calls for a vote against. While HWM's stock performance has been exceptional (469% over three years), pay-for-performance alignment on variable pay does not override the pay-level test, which compares fixed and total compensation against industry and market-cap benchmarks regardless of stock returns. The compensation structure does include positive elements — meaningful equity weighting, a clawback policy, robust stock ownership requirements, no guaranteed bonuses, and double-trigger change-in-control provisions — but the absolute dollar level of CEO pay is so far above what a comparably-sized industrial company CEO would typically receive that it fails the pay-level screen under our policy.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
76 yrs
Audit Fees
$7,700,000
Non-Audit Fees
$1,100,000
PwC or its predecessor firms have served as HWM's auditor continuously since 1950 — approximately 76 years — which far exceeds the 25-year tenure threshold that triggers a vote against ratification under our policy. While the non-audit fee ratio is well within acceptable limits (audit-related fees of $0.8M plus tax fees of $0.3M plus other fees of $0.0M equal $1.1M, which is only about 14% of the $7.7M audit fee), the extreme length of the auditor relationship raises legitimate concerns about whether PwC can maintain the professional skepticism and independence that shareholders deserve. The proxy does not provide a sufficiently compelling rationale for retaining an auditor of this tenure, noting only that it 'considered whether there should be a regular rotation of the audit firm' without disclosing any concrete rotation plan.
Overall Assessment
The 2026 Howmet Aerospace annual meeting presents three standard proposals. All nine director nominees receive a FOR vote given the company's exceptional stock performance (469% three-year return, outpacing the XLI ETF by nearly 395 percentage points) and clean governance profile; however, PwC's ratification is voted AGAINST due to its 76-year tenure far exceeding the 25-year policy threshold, and the Say on Pay vote is AGAINST due to CEO total compensation of $70.5 million being materially above the benchmark for a CEO at a large-cap industrials company.