John Bevan
AlcoaAbout John A. Bevan
Independent director at Alcoa (AA) since 2024; age 68. Appointed to the Board effective July 31, 2024 in connection with Alcoa’s Alumina Limited acquisition; serves on the Safety, Sustainability and Public Issues (SSPI) Committee. Former CEO of Alumina Limited and Downer EDI Mining with 25+ years at BOC Group across Australia, Asia, and the UK, bringing deep metals/mining operating expertise and risk management credentials; the Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alumina Limited | Chief Executive Officer and Executive Director | 2008–2013 | Led listed mining holding co. (AWAC partner), global metals/mining leadership |
| Downer EDI Mining | Chief Executive Officer | Not disclosed; prior to Alumina CEO | Mining operations leadership |
| BOC Group plc | Various executive/senior management (Australia, Asia, UK) | 25+ years (not dated) | Industrial operations, global management |
External Roles
| Organization | Role | Status/Period | Notes |
|---|---|---|---|
| Qube Holdings Ltd | Non-executive Director | Current | Australia’s largest integrated import/export logistics provider |
| Balmoral Iron Pty Ltd | Non-executive Director | Current | WA-based mining company |
| Humpty Dumpty Foundation | Chair, Board of Directors | Current | Non-profit supplying children’s medical equipment |
| BlueScope Steel Ltd | Director | 2014–2023 | Prior public board |
| Ansell Ltd | Director | 2012–2023 | Prior public board |
| Alumina Limited | Director | 2008–2013, 2018–2024 | Prior public board |
Board Governance
- Committee assignments: Member, Safety, Sustainability and Public Issues (SSPI). Not a committee chair .
- Independence: Board affirmatively determined Bevan is independent; specifically reviewed his Alumina Limited directorship and found no direct or indirect material interest in Alcoa–Alumina transactions in 2024 .
- Tenure on AA Board: 1 year (joined July 31, 2024; nominee for one-year term to 2026 AGM) .
- Attendance and engagement: The Board met 11 times in 2024; each non-employee director attended ≥75% of Board/committee meetings; average non-employee director attendance ~98% .
| Governance Item | Detail |
|---|---|
| Board meetings (2024) | 11 |
| Committee membership | SSPI (member) |
| Committee meetings (SSPI, 2024) | 5 |
| Independence status | Independent; no related-party interest in Alumina transactions in 2024 |
| Years of service | 1 |
| Board/committee attendance benchmark | ≥75% for each non-employee director; ~98% average |
Fixed Compensation (Director)
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $130,000 | Directors may defer cash via Deferred Fee Plan |
| Annual equity award (RSUs) | $160,000 (grant-date fair value) | Vests after ~1 year (or prorated for mid-year joiners) |
| Additional cash fees (as applicable) | Audit Chair $27,500; Audit Member $11,000; People & Compensation Chair $20,000; Governance & Nominating Chair $20,000; Other Committee Chair $16,500; Non-executive Chairman $175,000 | Bevan is not a chair |
2024 actual director compensation (partial year):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John A. Bevan | $54,049 | $124,043 | $178,092 |
- Grant timing: 2024 director RSUs granted May 14, 2024; prorated RSUs for mid-year joiners granted Aug 12, 2024 (Bevan/Field) .
- Unvested RSUs held at 12/31/2024: Bevan 3,977 units .
Performance Compensation (Director)
- Structure: Non-employee directors receive time-based RSUs; no performance-conditioned director equity or bonus metrics disclosed (RSUs vest on schedule; settled in stock post-service per elections) . | Component | Metric | Terms | |---|---|---| | Time-based RSUs | N/A (no performance criteria) | Annual RSU; vests ~1 year, prorated for mid-year appointments |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Qube Holdings Ltd |
| Prior public boards | Alumina Limited (2008–2013, 2018–2024), BlueScope Steel Ltd (2014–2023), Ansell Ltd (2012–2023) |
| Committee interlocks | None reported among Alcoa’s People & Compensation Committee and other companies; no insider participation |
Expertise & Qualifications
- Metals/mining operating leadership; global business; risk management; operations; EHS; social/community engagement; financial literacy; Australian market experience .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (shares/CDIs) | 8,566; includes CDIs held indirectly via family trust |
| Additional underlying stock units (deferred/unvested RSUs) | 3,977 |
| Total (shares + units) | 12,543 |
| Ownership % of outstanding | <1% (asterisk indicates under 1%) |
| Director stock ownership guideline | $750,000 required until retirement |
| Value of holdings as of Jan 1, 2025 | $505,859 (below guideline; typical for new appointee, expected to build via RSUs) |
| Hedging/pledging policy | Prohibited for directors/officers/employees |
Governance Assessment
- Independence and conflicts: Board affirmed Bevan’s independence; specifically reviewed his prior Alumina Limited role during 2024 and found no direct/indirect material interest in Alcoa–Alumina transactions (reduces conflict risk) .
- Committee fit: Placement on SSPI aligns with his EHS and operating background; SSPI met 5 times in 2024 (engagement) .
- Attendance signal: Board-wide engagement is high (average ~98% attendance; all non-employee directors ≥75%) .
- Compensation alignment: 2024 compensation mix ~30% cash / ~70% equity for Bevan’s partial year (cash $54,049; equity $124,043), consistent with policy targeting ~50% pay in stock equivalents held until retirement .
- Ownership alignment: As of Jan 1, 2025, holdings valued at $505,859 vs $750,000 guideline; monitor progression to guideline as prorated RSUs vest and future grants accrue .
- Overboarding: Alcoa’s overboarding limits in place; all current members in compliance (mitigates time-commitment risk) .
- Related-party oversight: Robust Related Person Transaction Policy and committee review; 2024 related-party disclosure involves CHRO spouse employment, not Bevan .
- Shareholder signals: Say-on-Pay support was >96% in 2024, indicating broad investor alignment with Alcoa’s pay programs and governance .
RED FLAGS to Monitor
- Ownership guideline shortfall ($505,859 vs $750,000) early in tenure; track RSU vesting and incremental grants for guideline attainment .
- Any evolving relationships with current external roles (Qube Holdings, Balmoral Iron) that could become related-person transactions; current independence affirmed and policy requires committee review/approval for such cases .