Carol Roberts
AlcoaAbout Carol L. Roberts
Independent director at Alcoa (AA) since 2016; age 65. Former Senior Vice President and Chief Financial Officer of International Paper (2011–2017), with prior leadership roles across operations, business management, and human resources at IP, bringing deep cross‑functional manufacturing experience and financial expertise. She serves as Audit Committee Chair and also sits on the People and Compensation Committee; the Board has affirmatively determined she is independent under NYSE standards and Alcoa’s Director Independence Standards. Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Paper Company | Senior Vice President & CFO | 2011–2017 | Led finance; previously Senior VP, Packaging and VP, Industrial Packing (IP’s largest business); earlier VP of People Development building HR programs with major impact on talent and engagement |
| International Paper Company | Senior VP, Packaging; VP, Industrial Packing | Pre-2011 (dates not specified) | Oversaw large operating businesses prior to CFO role |
| International Paper Company | VP, People Development | 3 years (dates not specified) | Developed HR programs improving talent management and employee engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| V.F. Corporation | Director | Current | One of the world’s largest apparel, footwear, and accessories companies (descriptor per Alcoa proxy) |
| University of Memphis | Board of Trustees | Current | Non‑profit/academic governance role |
| Divergent 3D | Director | Current | Private company utilizing advanced manufacturing/3D printing |
Board Governance
- Committee assignments: Audit Committee Chair; People and Compensation Committee member .
- Audit Committee composition and expertise: Roberts (Chair), Mary Anne Citrino, Pasquale Fiore, James A. Hughes; 5 meetings in 2024. The Board determined Citrino, Roberts, Fiore, and Hughes each qualify as “audit committee financial experts” under SEC rules and are independent. The Audit Committee also oversees cybersecurity risk and sustainability/climate‑related financial reporting assurance.
- People & Compensation Committee: Chair Thomas J. Gorman; members Roberto O. Marques, Carol L. Roberts, Jackson P. Roberts; 5 meetings in 2024. The proxy states no compensation committee interlocks or insider participation.
- Independence and engagement: Board determined Roberts is independent; non‑employee director attendance averaged ~98% in 2024, and each non‑employee director attended at least 75% of Board/committee meetings held during their service; all directors attended the 2024 Annual Meeting.
- Overboarding policy: Directors limited to ≤3 other public boards (or ≤1 if an executive); Audit members limited to ≤3 audit committees. All current directors comply.
- Executive sessions and leadership: Independent directors meet in regular executive sessions; Board maintains separate non‑executive Chair and CEO roles.
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $130,000 | Non‑employee director cash retainer |
| Audit Committee Chair fee | $27,500 | Includes Audit Committee member fee |
| People & Compensation Committee member fee | Not separately listed | Committee chair fees disclosed; audit member fee disclosed; no separate member fee shown for People & Compensation |
| Meeting fees | None disclosed | Program outlines retainers and chair/member fees; no per‑meeting fees detailed |
| Total cash fees (Roberts, 2024) | $157,500 | Sum of cash retainer and Audit Chair fee |
Performance Compensation (Director)
| Equity Element | Grant/Status | Vesting/Terms |
|---|---|---|
| Annual RSU grant value | $160,000 | Granted following annual meeting; generally vests after one year; settlement post‑Board service per elections |
| Unvested RSUs held (12/31/2024) | 4,017 units | As of year‑end 2024 for Roberts and other listed directors |
| Deferral elections | Available | Directors may defer cash fees (Deferred Fee Plan) and receive RSUs fully vested at grant; RSUs settle after service per elections |
Director equity is time‑based RSUs; no performance metrics are attached to director compensation under Alcoa’s non‑employee director program.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | V.F. Corporation (Director) |
| Committee interlocks | Proxy states no interlocks: no AA executives serve on other companies’ compensation committees; no executives of other companies serve on AA’s People & Compensation Committee. |
| Overboarding/limits | All directors comply with Alcoa’s overboarding policy; Roberts’ disclosed roles remain within limits. |
Expertise & Qualifications
- Financial expert: Roberts is designated an “audit committee financial expert” per SEC rules, reflecting strong accounting and corporate finance expertise suited to Audit Chair responsibilities.
- Cross‑functional leadership: 35+ years in industrial manufacturing across engineering, operations, business management, HR, and finance, contributing risk management and strategic oversight competencies.
- Governance and risk oversight: Audit Committee remit includes financial reporting integrity, internal controls, auditor oversight, legal/regulatory compliance, cybersecurity risk, and assurance over sustainability/climate disclosures.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 41,391 | As of March 1, 2025; <1% of outstanding shares |
| Additional underlying stock units | 17,588 | Deferred share units and unvested RSUs (director program) |
| Stock ownership guideline | ≥$750,000 | Required until retirement; RSUs/CDIs/deferred share units count |
| Holdings value vs guideline | $2,378,623 | Value of Alcoa stock/RSUs/CDIs/deferred units as of Jan 1, 2025; exceeds guideline |
| Hedging/pledging | Prohibited | Company bans short selling, hedging, margin accounts, and pledging for directors/officers/employees |
Governance Assessment
- Strengths: Independent director since 2016; Audit Chair with SEC‑defined financial expert status; dual service on People & Compensation supports pay governance alignment. High engagement (Board average ~98% attendance) and robust independence framework.
- Ownership alignment: Exceeds director stock ownership guideline ($2.38M vs ≥$0.75M); director compensation is balanced (cash retainer + time‑based RSUs required to be held until retirement), reinforcing long‑term alignment.
- Conflicts/related parties: Proxy’s 2024 related‑person disclosure lists a transaction involving another executive’s spouse; Roberts is not named, and the Governance & Nominating Committee oversees related‑party reviews.
- Risk controls: Strong governance policies—clawback aligned to NYSE rules, change‑in‑control double‑trigger equity for executives (not applicable to directors), prohibitions on hedging/pledging, and overboarding limits—all support investor confidence.