Andrew Hastings - Executive Vice President and General Counsel | Alcoa (AA) Executive Profile & Compensation

About Andrew Hastings

Andrew Hastings is Executive Vice President and General Counsel of AA, responsible for legal, governance, ethics and compliance, and global security; he joined the company in September 2023 and delivered “instrumental” support on strategic transactions (including Spain) and Board engagement during 2024, earning an individual contribution level of 110% for the annual incentive payout . His pay is heavily performance-linked: annual incentives are driven 70% by financial metrics (Adjusted EBITDA ex special items, normalized Free Cash Flow, cost and production metrics) and 30% by safety and inclusive culture outcomes, which led to 148.3% corporate achievement in 2024; long-term PRSUs are tied to three-year Relative TSR (35%), Average ROE (35%), and Carbon Intensity (30%) . AA’s Pay Versus Performance framework emphasizes Adj. EBITDA excluding special items, Relative TSR, Average ROE, and normalized Free Cash Flow as the key levers linking executive compensation to corporate performance .

Past Roles

Organization	Role	Years	Strategic Impact
AA	EVP & General Counsel	Sep 2023–present	Led legal, governance, ethics & compliance, and global security; progressed strategic transactions; supported potential strategic partnership in Spain; facilitated Board engagement post Alumina Limited acquisition

Fixed Compensation

Multi-year cash and total compensation (Summary Compensation Table):

Metric	2023	2024
Salary ($)	$191,667	$591,771
Bonus ($)	$100,000 (sign-on)	$120,000 (transaction-related bonus for Alumina Limited acquisition, paid Aug 2024)
Stock Awards ($)	$386,755	$1,311,304
Non-Equity Incentive Plan Compensation ($)	$128,018	$772,284
All Other Compensation ($)	$14,375	$35,105
Total ($)	$820,815	$2,830,464

Base salary rate progression:

Name	Salary as of Dec 31, 2023	Salary as of Dec 31, 2024
Andrew Hastings	$575,000	$595,125

Performance Compensation

Annual Incentive (IC) structure and 2024 payout

Company IC Plan metrics and results (2024):

Category	Metric	Weight	Minimum	Threshold	Target	Maximum	Super-Max	Result	Achievement %	Weighted Result
Financial	Adjusted EBITDA Excluding Special Items—Non-Normalized ($M)	20%	407	582	757	932	1,554	1,554	200%	40.0%
Financial	Free Cash Flow—Normalized ($M)	20%	(1,027)	(852)	(677)	(377)	(77)	174	184%	36.8%
Financial	Alumina digester production (tpd)	6%	28,468	29,376	30,285	30,739	31,194	29,870	77%	4.6%
Financial	Aluminum pot room production (kmt)	9%	2,121	2,188	2,256	2,290	2,324	2,219	73%	6.6%
Financial	Alumina Cash Net Conversion Cost ($/mt)	6%	107	105	102	99	97	110	0%	0.0%
Financial	Aluminum Cash Net Conversion Cost ($/mt)	9%	621	606	591	576	561	600	70%	6.3%
Non-Financial	Safety Zero Fatalities (count)	10%	1	–	–	–	0	0	200%	20.0%
Non-Financial	FSI—Actual (count)	10%	–	5	3	–	1	0	200%	20.0%
Non-Financial	Inclusive Culture (Global Women %)	5%	–	19.5%	20.5%	–	21.5%	20.1%	81%	4.0%
Non-Financial	Underrepresented Employee Hires (%)	5%	–	28.0%	33.0%	–	38.0%	38.5%	200%	10.0%
Total	Total	100%							148.3%

Andrew Hastings’ 2024 IC payout:

Base Salary Earnings ($)	IC Target %	IC Target ($)	Performance Results %	Individual Contribution Level %	Total IC Payout ($)
$591,771	80%	$473,417	148.3%	110%	$772,284

Design notes: IC plan weights 70% financial, 30% non-financial; maximum payout 200% of target; results normalized for commodity prices, FX, premiums/tariffs, and raw material prices to better align payouts with controllable performance .

Long-Term Incentives (LTI)

2024 LTI grant (60% PRSUs, 40% RSUs) and 2023 LTI grant:

Metric	2023	2024
LTI Fair Market Value at Grant ($)	$400,150	$1,200,278
Number of PRSUs (Target)	8,320	25,760
Number of RSUs	5,550	16,130

PRSUs performance metrics and vesting:

Metric	Weight	Performance Period	Payout Range	Settlement
Relative TSR (vs S&P Metals & Mining Select Industry Index)	35%	Jan 1, 2024–Dec 31, 2026	0–200% of target	Shares post period
Average ROE	35%	Jan 1, 2024–Dec 31, 2026	0–200% of target	Shares post period
Carbon Intensity	30%	Jan 1, 2024–Dec 31, 2026	0–200% of target	Shares post period

RSU vesting terms: 2024 RSUs vest ratably over three years on each anniversary of grant; 2023 RSUs vest on the third anniversary of grant .

Equity Ownership & Alignment

Beneficial ownership as of March 1, 2025:

Holder	Total Beneficial Ownership (Shares)	Percentage of Class Beneficially Owned	Additional Underlying Stock Units	Total (Shares + Units)
Andrew Hastings	3,563	<1% (asterisk denotes under 1%)	32,253	35,816

Outstanding equity awards at Dec 31, 2024:

Award Type	Shares Unvested	Market Value ($) at $37.78/share	Unearned PRSUs (Target)	Market/Payout Value ($)
RSUs/Earned but not Vested PRSUs	21,680	$819,070	—	—
PRSUs (unearned; 2023 and 2024 grants at target)	—	—	34,080	$1,287,542

Vesting schedule (Andrew Hastings):

Award	Grant Date	Unvested RSUs / Earned not Vested PRSUs	Unearned PRSUs	Vesting Date(s)
RSU	1/24/2024	16,130	—	1/24/2025, 1/24/2026, 1/24/2027
RSU	9/15/2023	5,550	—	9/15/2026
PRSU	2/21/2024	—	25,760	2/21/2027
PRSU	9/15/2023	—	8,320	9/15/2026

Ownership guidelines and restrictions:

Executive stock ownership guideline: 2x base salary for non-CEO, non-CFO/COO NEOs; Hastings had not yet satisfied the requirement as of Dec 31, 2024; until met, must retain 50% of net shares from vesting/exercise .
Anti-hedging and anti-pledging: Directors and officers prohibited from short selling, hedging, margin accounts, and pledging Company securities .
Options: Alcoa has not granted stock options since 2019; Hastings had no option exercises or stock vesting in 2024 .

Employment Terms

Severance agreements and CIC economics:

Corporate Officer Executive Severance Agreement (Hastings): On termination without cause, greater of policy or (i) cash severance equal to one year’s base salary, (ii) pro-rated annual bonus based on goals, (iii) up to 12 months outplacement, (iv) continued health benefits for one year, and (v) cash lump sum equal to one year of additional defined contribution retirement benefits; requires one-year non-compete and non-solicit; aggregate cash payouts capped at 2.99x base salary plus annual incentive bonus .
CIC Severance Plan: As General Counsel, a Tier I participant—cash severance equal to 3x the sum of base salary and target annual incentive, pro-rated target bonus, up to three years of life/accident/health benefits, three years of additional retirement benefit equivalent, and up to 12 months outplacement; double-trigger equity vesting where awards are assumed; amounts reduced if necessary to maximize after-tax payment in case of 4999 excise tax .

Potential payments upon termination or CIC (values as of 12/31/2024; share price $37.78):

Component	Termination without Cause ($)	Change in Control ($)	Death ($)	Disability ($)	Retirement ($)
Cash Severance	$595,125	$3,205,626	$0	$0	$0
Pro-Rata Bonus	$772,284	$473,417 (at target)	$772,284	$0	$0
RSUs—Unvested	$90,491 (pro-rata)	$819,070	$819,070	$819,070	$0
PRSUs—Unvested	$209,553 (pro-rata)	$1,287,542	$1,287,542	$1,287,542	$0
Health Insurance	$24,500	$76,532	$0	$0	$0
Life & Accident Insurance	$0	$2,643	$0	$0	$0
Outplacement Services	$8,908	$8,908	$0	$0	$0
Defined Contribution Plan Amount	$31,956	$95,867	$0	$0	$0
Total	$1,732,817	$5,969,605	$2,878,896	$2,106,612	$0

Other terms:

Sign-on and retention bonus: $100,000 paid in Sep 2023; clawback if voluntary termination prior to Sep 1, 2024 .
Transaction-related bonus: $120,000 paid Aug 2024 for Alumina Limited acquisition contributions .
Deferred compensation: Eligible for nonqualified deferrals and spillover from 401(k); employer match up to 6% and ERIC 3%; no above-market earnings .
Pension: Not a participant in the pension plan .
Clawback: Company policy to recoup erroneously awarded incentive compensation upon accounting restatements; no excise tax gross-ups in CIC plan .

Performance Compensation

Detailed IC metric design and pay-for-performance context:

Element	Weighting	Notes
Financial metrics (Adj. EBITDA ex special items, normalized FCF, cost and production)	70%	Normalization applied to commodity prices (LME/API), FX, regional premiums/tariffs, and raw materials to isolate controllable performance
Non-financial metrics (Safety, Inclusive Culture)	30%	Zero fatality super-max; FSI capped at target if any fatality; DEI targets for women and underrepresented hires
Corporate IC achievement (2024)	148.3%	Applied before individual contribution adjustments
PRSU metrics (3-year)	TSR 35%, Average ROE 35%, Carbon Intensity 30%	0–200% payout; settled in stock post performance period

Say-on-Pay & Compensation Committee

2024 Say-on-Pay approval: over 96% .
People and Compensation Committee members: Thomas J. Gorman (Chair), Roberto O. Marques, Carol L. Roberts, Jackson P. Roberts .

Investment Implications

Alignment and incentives: Hastings’ pay mix emphasizes equity and multi-year PRSUs tied to TSR, ROE, and carbon intensity—strong linkage to value creation and sustainability priorities. 2024 IC achievement of 148.3% reflects improvements in EBITDA and normalized FCF, reinforcing pay-for-performance constructs .
Retention risk and selling pressure: Significant unvested equity (21,680 RSUs; 34,080 PRSUs) with vest dates through 2027 plus a 50% share retention requirement until meeting 2x salary ownership guideline mitigate near-term selling pressure and support retention; Hastings had not yet met the guideline as of Dec 31, 2024, given his 2023 start .
Change-in-control economics: As Tier I under CIC, Hastings’ 3x salary+target bonus multiple and accelerated vesting exposure indicate potential severance cost in event of a transaction; double-trigger equity vesting where awards are assumed and no excise tax gross-ups are governance positives .
Governance and risk controls: Robust clawback, anti-hedging/pledging prohibitions, 2.99x severance cap, and strong Say-on-Pay support suggest low governance risk; absence of stock options and use of RSUs/PRSUs reduces repricing risk .