Jackson Roberts
About Jackson (Jackie) P. Roberts
Independent director at Alcoa (AA), age 62; joined the Board in 2022. She chairs the Safety, Sustainability and Public Issues (SSPI) Committee and serves on the People and Compensation Committee, bringing deep expertise in environmental, climate, and social matters from roles at The Carlyle Group, AppHarvest, Environmental Defense Fund, and as an Operating Partner at Capitol Meridian Partners since 2021 . The Board affirms her independence under NYSE standards; non-employee director attendance averaged ~98% in 2024 and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capitol Meridian Partners | Operating Partner | Since 2021 | Sustainability-focused investment perspective |
| Hunter Point Capital | Senior Advisor of Sustainability | 2021–2024 | ESG advisory; capital provider oversight |
| Smart Surfaces Coalition | Senior Advisor | Not disclosed | Climate resiliency advisory |
| AppHarvest, Inc. | Chief Sustainability Officer | 2020–2022 | Led sustainability at agtech operator |
| The Carlyle Group | Chief Sustainability Officer; Managing Director | 2014–2020; MD 2019–2020 | Integrated ESG across portfolio/company |
| Environmental Defense Fund | Various leadership roles | 17+ years | Policy and environmental leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PurposeBuilt Brands, LLC | Board member | Not disclosed | Private company board |
| Conservation Innovation Fund | Board member | Not disclosed | Impact investing/non-profit governance |
| American University – Kogod School of Business | Sustainability Advisory Council | Not disclosed | Academic advisory |
| LIFT DC (nonprofit) | Advisory Board (DC Chapter) | Not disclosed | Community engagement |
Board Governance
- Committees and chair roles: Chair, SSPI (2024 meetings: 5); Member, People and Compensation (2024 meetings: 5) .
- Independence: Board determined Roberts (and all non-employee directors) are independent under NYSE and Alcoa Director Independence Standards .
- Attendance and engagement: Non-employee director attendance averaged ~98% in 2024; all directors attended the 2024 annual meeting .
- Executive sessions and leadership: Independent chairman structure; committees fully independent; regular executive sessions without management .
- Overboarding policy: Alcoa limits public boards (≤3 others for non-exec directors); Audit members ≤3 audit committees; current Board in compliance .
- Related-party oversight: Governance & Nominating Committee reviews/approves related person transactions per policy; none disclosed for Roberts .
Fixed Compensation (Director)
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee directors |
| Committee chair fee | $16,500 | “Other Committee Chair” (SSPI) |
| Audit committee member fee | N/A | Not applicable for Roberts |
| Fees earned (2024) | $146,500 | Reported for Roberts |
Performance Compensation (Director)
| Element | Grant Date | Units / Value | Vesting / Metrics |
|---|---|---|---|
| Annual RSU grant | May 14, 2024 | $159,997 | RSUs vest after ~1 year; directors may defer; number of unvested RSUs held by Roberts at YE 2024: 4,017 |
| Deferral options | — | Cash fees may be deferred to RSUs/other options | Deferred Fee Plan; RSUs settle after board service ends per election |
Alcoa’s director equity is time-based (RSUs); directors do not receive PRSUs or options. Equity and cash mix approximated market median per Pay Governance review; no changes to program in 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks / Notes |
|---|---|---|---|
| Public company boards | — | None disclosed | No current public directorships listed |
| PurposeBuilt Brands, LLC | Private | Board member | No Alcoa related-party transaction disclosed |
| Conservation Innovation Fund | Non-profit/impact | Board member | No related-party transaction disclosed |
Compensation Committee interlocks: None; no Alcoa officers served on another company’s compensation committee with reciprocal overlap; no Alcoa officer serves on boards with executive officers serving on Alcoa’s People and Compensation Committee .
Expertise & Qualifications
- Environmental, climate, social policy and stakeholder engagement expertise; global regulatory/policy perspective .
- Investment firm sustainability leadership (Carlyle; Capitol Meridian Partners); operating sustainability leadership (AppHarvest) .
- Community and academic advisory roles enhance stakeholder insight .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 7,433 | As of March 1, 2025 |
| Additional underlying stock units | 4,017 | Deferred/RSUs not currently voting |
| Director ownership guideline | $750,000 | Required to hold until retirement; RSUs/CDIs/deferred units count |
| Roberts’ holdings value (guideline calc) | $461,779 | As of Jan 1, 2025 method (Dec 2024 average price) |
| Hedging/pledging | Prohibited | Applies to directors, officers, employees |
Observation: Roberts’ holdings value were below the $750,000 guideline as of Jan 1, 2025; directors must hold until retirement, and tenure since 2022 suggests continued accumulation is expected .
Governance Assessment
- Strengths: Independent director; chairs SSPI with 5 meetings in 2024; high board engagement; robust policies (clawback, no hedging/pledging, annual elections, proxy access) bolster investor confidence .
- Compensation alignment: Director program balanced (cash + RSUs), market-median reviewed; 2024 fees and equity transparent; deferral available .
- Independence/conflicts: No related party transactions disclosed for Roberts; board-wide related person oversight is formalized .
- Shareholder signals: Say-on-pay approval >96% in 2024 indicates broad support for compensation governance .
- Watch items: Ownership guideline shortfall as of the January 1, 2025 measure; continued build toward guideline would strengthen alignment optics .