Pat Fiore
AlcoaAbout Pasquale (Pat) Fiore
Pasquale (Pat) Fiore, age 64, has served as an independent director of Alcoa Corporation since 2020. He brings more than 35 years of global metals and mining experience, including leadership of bauxite and alumina businesses at Rio Tinto and executive roles across operations and finance, and is designated by the Board as an “audit committee financial expert.” Tenure on Alcoa’s Board is five years as of the 2025 proxy, and he serves on the Audit Committee and Safety, Sustainability and Public Issues (SSPI) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Réseau express métropolitain (REM), Montreal | Managing Director | 2021–2023 | Oversaw major transit project execution; operational governance |
| GNL Québec | President; Consultant | 2018–2021 | Led large-scale energy project development; stakeholder engagement |
| Rio Tinto | Major Project Sponsor (smelter modernization); Interim CFO, Aluminum; President & CEO, Bauxite and Alumina, Australia; COO, Atlantic Bauxite and Alumina | Various years | Deep operational and financial oversight of upstream alumina/bauxite; risk and capital project governance |
| QIT Fer et Titane (Rio Tinto subsidiary) | President | Various years | Mining operations leadership; safety and operational performance accountability |
External Roles
| Organization | Role | Notes |
|---|---|---|
| STAS Inc. (aluminum process equipment) | Chair of Board | Industry equipment supplier exposure; governance oversight |
| Fe3dback (private music streaming) | Board member | Private technology/media governance |
| Other current public company boards | None | No public directorship interlocks disclosed |
Board Governance
- Committee memberships: Audit Committee (member); SSPI Committee (member). Audit Committee met 5 times in 2024; SSPI met 5 times in 2024 .
- Chair roles: None; Audit Committee chaired by Carol L. Roberts; SSPI chaired by Jackson P. Roberts .
- Independence: Board affirmatively determined Fiore is independent under NYSE and Alcoa standards; all committees are fully independent .
- Financial expertise: Board determined Fiore qualifies as an “audit committee financial expert” .
- Attendance: Board met 11 times; average non‑employee director attendance ~98%; each non‑employee director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in regular executive sessions without management present .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $130,000 | Non‑employee director base cash retainer |
| Audit Committee member fee | $11,000 | Annual member fee; chair fee would be $27,500 (includes member fee), but Fiore is not chair |
| Total cash fees (Fiore) | $141,000 | Reported fees earned or paid in cash for 2024 |
| Annual equity award (RSUs) | $159,997 | Aggregate grant-date fair value; RSUs vest after ~1 year |
| Total 2024 director compensation (Fiore) | $300,997 | Sum of cash and equity for 2024 |
- Deferral: Directors may elect to defer cash into investment options or RSUs via the Alcoa 2016 Deferred Fee Plan; no deferral election by Fiore is disclosed for 2024 (only Williams is noted) .
- Structure benchmarking: Director program approximated market median per Pay Governance review; no changes in 2024 .
Performance Compensation
| Metric | Applicability to Director Compensation | Notes |
|---|---|---|
| Relative TSR; ROE; Carbon Intensity (Company PRSU metrics for executives) | Not applicable | Directors receive time‑based RSUs; no performance metrics tied to director equity |
| Annual cash incentive metrics | Not applicable | No director meeting fees; compensation is retainer plus committee fees and RSUs |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| STAS Inc. | Private | Chair of Board | Supplier to aluminum industry; no related‑party transaction with Alcoa disclosed in 2024 |
| Fe3dback | Private | Board member | No Alcoa transaction disclosed |
| Public company boards | — | None | No public interlocks |
Expertise & Qualifications
- Metals/mining and upstream operations: Extensive leadership in bauxite and alumina across Rio Tinto businesses; strengthens oversight of Alcoa’s vertically integrated portfolio .
- Financial oversight: Interim CFO, Aluminum (Rio Tinto) experience; designated audit committee financial expert by the Board .
- Global operations: Executive roles across Canada, Australia, Atlantic operations; enhances risk, safety, and sustainability oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 28,522 | As of March 1, 2025; percent of class marked “*” (≤1%) |
| Additional underlying stock units | 4,017 | Stock units/RSUs not counted as beneficial ownership until settlement |
| Unvested RSUs held (12/31/2024) | 4,017 | Standard annual grant; vest ~one year post grant |
| Shares outstanding (for % calc) | 258,885,457 | Company shares/C DIs outstanding as of Mar 1, 2025 |
| Ownership as % of outstanding | ~0.011% | 28,522 / 258,885,457 |
| Director ownership guideline | $750,000 | Required until retirement from Board |
| Fiore’s ownership value (guideline measure) | $1,312,298 | Based on Dec 2024 average closing price; exceeds guideline |
- Hedging/pledging: Company prohibits short selling, hedging, or pledging by directors .
Governance Assessment
- Committee effectiveness: Fiore’s Audit Committee membership and “financial expert” designation strengthen financial reporting, internal control, and cybersecurity oversight—key to investor confidence in a commodity‑linked business .
- Engagement: Board’s 11 meetings in 2024, near‑full attendance (~98% average; all at least 75%), and regular independent executive sessions indicate high director engagement; supports board effectiveness .
- Ownership alignment: Fiore’s ownership value (~$1.31M) materially exceeds the $750k guideline, and he holds ongoing RSUs; strong alignment and retention incentives .
- Compensation structure: Balanced cash ($141k) and equity ($159,997) with committee fees reflecting responsibilities; no meeting fees; program benchmarked to market median—low risk of pay inflation or misalignment for directors .
- Conflicts and related parties: No related‑party transactions involving Fiore disclosed in 2024; Governance and Nominating Committee oversees any related‑person transactions under a formal policy. STAS’s industry exposure warrants monitoring for potential transactions, but none are disclosed; hedging/pledging prohibited—positive alignment signal .
- Overboarding and independence: Board policy limits outside boards; all current members in compliance. Fiore is affirmed independent under NYSE and Alcoa standards—supports objective oversight .
RED FLAGS
- None disclosed specific to Fiore in 2024: no related‑party transactions, no hedging/pledging, no attendance shortfall noted, and no public interlocks with customers/suppliers were reported .