James Hughes
AlcoaAbout James A. Hughes
Independent director of Alcoa Corporation since 2016; age 62. Currently Managing Partner at EnCap Investments L.P. (energy-focused private equity) and brings extensive energy sector leadership experience, including prior CEO roles at First Solar, Inc. and AEI Services LLC, and service on the Energy Advisory Council of the Federal Reserve Bank of Dallas. Board committees: Audit; Governance and Nominating. The Board has affirmatively determined he is independent under NYSE and Alcoa standards, and he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnCap Investments L.P. | Managing Partner | Since 2019 | Energy investing leadership; strategic and market expertise relevant to Alcoa’s energy portfolio |
| Prisma Energy Capital | CEO & Managing Director | 2017–2019 (acquired by EnCap in 2019) | Energy storage focus, informs board oversight of energy-intensive operations |
| First Solar, Inc. | CEO & Director | Former (dates not disclosed) | Global PV solar solutions leadership; operational and regulatory experience |
| AEI Services LLC | CEO & Director | Former (dates not disclosed) | Power distribution/generation and gas transport in emerging markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPI Composites, Inc. | Director | Current | Manufacturer of composite wind blades |
| TXNM Energy, Inc. | Director | Current | Energy holding company |
| Federal Reserve Bank of Dallas | Energy Advisory Council Member | Current | Provides financial and economic expertise |
Board Governance
- Committee assignments: Audit Committee (member); Governance and Nominating Committee (member). Audit Committee met 5 times in 2024; Governance and Nominating met 4 times. He is designated an “audit committee financial expert.”
- Independence: Board determined Hughes and all non-employee directors are independent; no material relationships found. Overboarding policy in place and all directors in compliance.
- Attendance and engagement: Board met 11 times in 2024; every non-employee director attended at least 75% of Board and committee meetings with average attendance ~98%. All directors attended the 2024 annual meeting.
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Cash Retainer (Non-Employee Director) | $130,000 | Standard annual cash retainer per program |
| Audit Committee Member Fee | $11,000 | Member fee (chair fee is $27,500 including member fee) |
| Governance & Nominating Committee Member Fee | $0 | No member fee disclosed; chair fee $20,000 |
| Total Cash Fees Earned (2024) | $141,000 | Matches $130,000 + $11,000 in fees |
Program reference (for context):
- Non-Executive Chairman fee: $175,000; People & Compensation Committee chair: $20,000; Governance & Nominating chair: $20,000; Other committee chair: $16,500.
Performance Compensation
| Grant Type | Grant Date | Grant-Date Fair Value | Vesting | Units/Status |
|---|---|---|---|---|
| Annual RSU Award (Non-Employee Directors) | May 14, 2024 | $159,997 | Generally vests after one year per policy | 4,017 unvested RSUs held as of Dec 31, 2024 |
| Equity Award Design | N/A | $160,000 policy amount | Granted following annual meeting; prorated for mid-year appointments | Settled in stock upon separation; deferral elections available |
| Stock Options | N/A | N/A | Alcoa has not granted stock options since 2019 | Non-employee directors do not have company stock options |
Additional notes:
- Directors may defer cash compensation into RSUs or other investment options under the Deferred Fee Plan.
Other Directorships & Interlocks
| Company | Role | Committee Interlocks with Alcoa | Notes |
|---|---|---|---|
| TPI Composites, Inc. | Director | None disclosed | External public board service |
| TXNM Energy, Inc. | Director | None disclosed | External public board service |
- Compensation Committee interlocks: None; no Alcoa executive serves on another company’s compensation committee where an executive is on Alcoa’s Board, and vice versa.
Expertise & Qualifications
- Energy sector leadership (EnCap, First Solar, AEI Services), global operations, regulatory and market expertise; relevant to Alcoa’s energy assets and global footprint.
- Financial and global economic perspective via the Dallas Fed Energy Advisory Council; audit committee financial expert designation enhances oversight of financial reporting and controls.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) as of Mar 1, 2025 | 41,391 |
| Additional Underlying Stock Units (unvested RSUs/deferred share units) | 4,017 |
| Total (shares + units) | 45,408 |
| % of Shares Outstanding | <1% (based on 258,885,457 shares) |
| Director Stock Ownership Guideline | $750,000 minimum until retirement |
| Hughes’ Holdings Value (stock, RSUs, CDIs, deferred share units) as of Jan 1, 2025 | $1,831,305 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (short sales, derivatives, margin, pledging) |
Governance Assessment
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Strengths:
- Independence affirmed; no material relationships identified.
- Audit Committee financial expert; contributes financial rigor and risk oversight; committees focused on cybersecurity and sustainability-related financial reporting.
- Strong attendance culture; Board average ~98% and full annual meeting attendance.
- Ownership alignment: exceeds $750,000 guideline with ~$1.83 million in stock-equivalent holdings; ~50% of director compensation in stock equivalents held until retirement.
- No compensation committee interlocks; independent compensation consultant (Pay Governance) with no conflicts.
-
Compensation structure signals:
- Balanced cash/equity mix: $141,000 cash fees and ~$160,000 RSU grant; no meeting fees or option grants; equity is time-based RSUs (not performance-based), emphasizing alignment over risk.
- Program reviewed against market median; no changes deemed necessary in 2024.
-
Potential conflicts and related-party exposure:
- Related person transactions overseen by Governance & Nominating; none material identified affecting independence.
- Hedging/pledging prohibited, reducing alignment risk.
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RED FLAGS: None disclosed for pledging/hedging, related-party transactions, or committee interlocks. Attendance expectations met; independence affirmed.