Mary Anne Citrino
AlcoaAbout Mary Anne Citrino
Independent director at Alcoa Corporation since 2016; age 65. Senior Advisor at The Blackstone Group (since 2015), previously Senior Managing Director at Blackstone Advisory Partners (2004–2015) following 20+ years at Morgan Stanley including as Managing Director. Committees: Audit Committee member and Chair of the Governance and Nominating Committee; designated audit committee financial expert. Tenure on Alcoa’s board: 8 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Blackstone Group | Senior Advisor | 2015–present | Brings investor and capital markets insight to Alcoa; extensive financial/investment expertise supporting Drive Returns strategy. |
| Blackstone Advisory Partners L.P. | Senior Managing Director | 2004–2015 | Led advisory engagements in consumer products; deep strategic and transactional experience. |
| Morgan Stanley | Managing Director; various advisory roles | >20 years (prior to 2004) | Long career advising clients; contributes governance and financial expertise to Alcoa. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| HP Inc. | Director | Current | Public company directorship; no Alcoa-identified conflicts disclosed. |
| Trilliant Food and Nutrition, LLC | Director (private) | Current | Private company board. |
| ZO Skin Health | Director (private) | Current | Private company board. |
| Spanx, Inc. | Director (private) | Current | Private company board. |
| Ahold Delhaize | Director | 2016–2022 | Prior public board. |
| Barclays plc | Director | 2018–2020 | Prior public board. |
Board Governance
- Committee assignments: Audit Committee member and Governance & Nominating Committee Chair; Audit Committee held 5 meetings and Governance & Nominating held 4 meetings in 2024.
- Independence: Board affirmatively determined all non‑employee directors, including Citrino, are independent under NYSE and Alcoa standards.
- Attendance: Non‑employee director attendance averaged ~98% in 2024; each attended at least 75% of applicable meetings.
- Roles and oversight: Governance & Nominating oversees board succession, committee membership, director compensation, annual evaluations, and related‑person transactions; Audit oversees financial reporting integrity, auditor independence, compliance, and cybersecurity risk oversight.
- Audit committee financial expert designation: Board determined Citrino qualifies as an “audit committee financial expert.”
- Overboarding compliance: Alcoa policy limits most directors to ≤3 other public boards; all current members compliant.
Fixed Compensation
| Element (Non‑Employee Directors) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard director retainer. |
| Governance & Nominating Committee Chair fee | $20,000 | Chair premium; increased from $16,500 in 2023. |
| Audit Committee member fee | $11,000 | Member premium. |
| Annual equity award (RSUs) | $160,000 | Granted post‑annual meeting; generally vests after one year. |
| Deferred Fee Plan (optional) | N/A | Cash may be deferred to investments or RSUs; settlement after board service. |
| Director (2024) | Cash Fees Paid | Stock Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| Mary Anne Citrino | $161,000 | $159,997 | $320,997 |
| Basis: Cash = $130,000 retainer + $20,000 GN chair + $11,000 Audit member; RSUs granted May 14, 2024 (ASC 718). |
Year‑over‑year program changes:
- 2024: No changes; program approximated market median (Pay Governance analysis).
- 2023: Increased Non‑Executive Chairman fee to $175,000; increased GN Chair fee to $20,000.
Performance Compensation
- Directors do not receive performance‑based equity (no PRSUs or option awards); annual equity is time‑based RSUs vesting over one year and settled post‑service per elections. | Performance Metric | Weight | Applies to Directors? | |---|---:|---| | Relative TSR (vs. S&P Metals & Mining Select Industry Index) | 35% | No (executive PRSUs only). | | Average ROE (3‑yr) | 35% | No (executive PRSUs only). | | Carbon Intensity | 30% | No (executive PRSUs only). |
Other Directorships & Interlocks
| External Board | Potential Alcoa Interlock/Conflict | Alcoa Disclosure |
|---|---|---|
| HP Inc. | None disclosed by Alcoa; within overboarding limits. | |
| Private boards (Trilliant, ZO Skin Health, Spanx) | None disclosed; Governance & Nominating Committee monitors conflicts. | |
| Prior boards (Ahold Delhaize, Barclays) | Historical; no current interlocks. |
Expertise & Qualifications
- Financial/investment expertise and capital markets insight from >30‑year investment banking career; supports Alcoa’s Drive Returns priority.
- Skills matrix indicates leadership, global business/economics, financial literacy, risk management, labor/human resources, compensation, scientific/technology, social/community engagement; independent and female representation; tenure 8 years.
- Designated audit committee financial expert under SEC rules.
Equity Ownership
| Measure | Value |
|---|---|
| Stock ownership guideline (non‑employee directors) | Must hold ≥$750,000 until retirement; RSUs, CDIs, deferred units count. |
| Citrino total value of Alcoa stock/RSUs/CDIs/deferred units (as of Jan 1, 2025) | $1,953,706 (exceeds guideline). |
| Citrino total value (as of Jan 1, 2024) | $1,304,903. |
| Beneficial ownership (Mar 1, 2024) | 40,044 shares; plus 4,382 additional underlying stock units (deferred/unvested). |
| Unvested RSUs held (Dec 31, 2024) | 4,017 unvested RSUs. |
| Hedging/pledging | Prohibited for directors; no exceptions disclosed. |
Governance Assessment
- Strengths: Independent director with deep financial expertise; chairs Governance & Nominating (key role in board composition, evaluation, and conflict oversight); audit financial expert designation; attendance levels robust across board; ownership exceeds guideline (alignment).
- Compensation alignment: Balanced cash/equity mix (~50% equity held until retirement), no performance equity for directors—limits risk‑taking incentives; consistent market benchmarking.
- Conflicts/related party: No related‑party transactions involving Citrino disclosed; Governance & Nominating has formal policy to review/approve related‑person transactions.
- Policies supportive of investor confidence: Clawback (executives), prohibition on short‑selling/hedging/pledging, strong stock ownership guidelines, annual board/committee self‑evaluations, proxy access, majority voting, separate Chair/CEO.
- RED FLAGS: None disclosed—no hedging/pledging, no related‑party ties for Citrino, overboarding compliance, strong attendance; continued monitoring warranted for external board commitments, but currently within policy limits.
Additional context: 2024 Say‑on‑Pay approved (For 114,922,468; Against 3,024,575; Abstain 1,064,724), indicating shareholder support for compensation governance; special July 2024 vote approved share issuance for Alumina Limited acquisition (For 126,229,395).