Roberto Marques
AlcoaAbout Roberto O. Marques
Independent director at Alcoa (AA) since 2023; age 59; tenure ~2 years as of the 2025 proxy. Background includes CEO/Executive Chairman of Natura & Co, EVP/President North America at Mondelēz, and 25+ years at Johnson & Johnson; extensive Brazil, global business, ESG and portfolio transformation experience. Current public company directorship: Sysco Corporation; other affiliations include We Mean Business Coalition board, USTA Foundation board, and external advisor to Bain & Company’s Consumer Group. Determined independent under NYSE standards and Alcoa’s Director Independence Standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natura & Co Holding S.A. | Director; Executive Chairman; Group CEO | Director 2016–2022; Exec Chair 2017–2022; Group CEO 2020–2022 | Led global portfolio, ESG strategy, transformation in consumer goods |
| Mondelēz International | EVP & President, North America | 2015–2017 | P&L leadership for NA region |
| Johnson & Johnson | Various senior executive roles | 25+ years | Global/Regional leadership across LatAm, North America, Europe |
| The Carlyle Group | Senior Advisor | 2023–2024 | Private equity advisory (ended 2024) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sysco Corporation | Director | Current | Public company board |
| We Mean Business Coalition | Board Member | Current | Climate action non-profit |
| USTA Foundation | Board Member | Current | Non-profit governance |
| Bain & Company | External Advisor, Consumer Group | Current | Strategic advisory |
Board Governance
- Committee assignments: Member, People & Compensation Committee; Member, Safety, Sustainability & Public Issues (SSPI) Committee. Not a committee chair.
- Independence: Board affirmatively determined Marques (and all non-employee directors) to be independent under NYSE standards.
- Attendance and engagement: Board met 11 times in 2024; each non-employee director attended at least 75% of meetings; average attendance ~98%. Directors are expected to attend annual meetings; all directors at the 2024 Annual Meeting attended. Executive sessions of non-management directors are held regularly.
- Overboarding: Alcoa policy limits to ≤3 other public boards for non-executive directors; Audit members ≤3 audit committees. Board states all members are in compliance.
- Leadership: Separate non-executive Chair and CEO; committee chairs and members are independent.
Fixed Compensation
| Component | 2024 Value | Structure/Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Standard non-employee director cash retainer |
| Committee Chair Fees | N/A (Marques not a chair) | Audit Chair $27,500; PC Chair $20,000; GN Chair $20,000; Other Chair $16,500 (program schedule) |
| Audit Committee Member Fee | N/A (not on Audit) | $11,000 (Audit only) |
| Deferral Options | Available | Cash can be deferred into investment options or RSUs under the Deferred Fee Plan; settlement post-service per elections |
| Hedging/Pledging | Prohibited | Directors are prohibited from short selling, hedging, or pledging Alcoa securities |
| Director Cash vs Equity (Yearly) | 2023 (older) | 2024 (newer) |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $56,168 | $130,000 |
| Stock Awards ($) | $124,065 | $159,997 |
| Total ($) | $180,233 | $289,997 |
- Annual equity grant: $160,000 in RSUs following each annual meeting; generally vests after one year and settles post-service.
Performance Compensation
- Director equity is time-based RSUs; no director-specific performance metrics disclosed. However, the Board oversees company-wide pay-for-performance:
| Metric (Executive IC Plan) | Weight | 2024 Design | 2024 Outcome |
|---|---|---|---|
| Adjusted EBITDA excl. special items (non-normalized) | 20% | Financial target | — |
| Normalized Free Cash Flow | 20% | Financial target | — |
| Segment production/cost metrics | 30% | Operating targets | — |
| Safety | 20% | Non-financial target | — |
| Inclusive Culture | 10% | Non-financial target | — |
| Total IC Achievement | — | — | 148.3% (above target) |
| Metric (Executive PRSUs, 2024–2026 cycle) | Weight | Notes |
|---|---|---|
| Relative TSR vs S&P Metals & Mining Select Industry Index | 35% | Three-year cumulative period |
| Average ROE (three-year) | 35% | Three-year cumulative period |
| Carbon Intensity | 30% | Three-year cumulative period |
| Prior PRSU Payout (2022–2024) | — | 52.0% (below target) |
Clawbacks: Executive incentive compensation subject to clawback in event of accounting restatement per policy; directors’ RSUs not specified under clawback.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Sysco Corporation | Public | Director | No disclosed related-party transactions with Alcoa; industries distinct (food distribution vs aluminum) |
| We Mean Business Coalition | Non-profit | Board Member | ESG advocacy; relevant to SSPI oversight |
| USTA Foundation | Non-profit | Board Member | None disclosed |
| Bain & Company Consumer Group | Advisory | External Advisor | None disclosed |
Expertise & Qualifications
- Core skills: Global business/economics, ESG and social performance, risk management, portfolio transformation, leadership.
- Geographic expertise: Brazil (Alcoa assets and operations present).
- Financial literacy: Board skills matrix lists financial literacy across directors; Marques is listed independent and brings management experience.
Equity Ownership
| Measure | As of/Period | Value/Amount |
|---|---|---|
| Total Beneficial Ownership (shares) | Mar 1, 2025 | 3,561 |
| Additional Underlying Stock Units (RSUs/CDIs/deferred units) | Mar 1, 2025 | 4,017 |
| Total (shares + units) | Mar 1, 2025 | 7,578 |
| Unvested RSUs held | Dec 31, 2024 | 4,017 |
| Unvested RSUs held (prior year) | Dec 31, 2023 | 3,561 |
| Director Ownership Guideline | Policy | $750,000 required until retirement |
| Value of holdings vs guideline | Jan 1, 2025 | $305,621 (below guideline threshold; Alcoa counts RSUs/CDIs/deferred units) |
Policy: Directors receive ~50% of annual compensation in stock equivalents held until retirement; hedging and pledging prohibited.
Insider Trades (Form 4 and RSU grants)
| Date | Filing/Event | Security/Units | Notes |
|---|---|---|---|
| Jul 26, 2023 | Board appointment; pro-rated RSU grant | RSUs (pro-rated) | Vest on earlier of first anniversary or next annual meeting; standard indemnification; no Item 404(a) related-party interest |
| May 14, 2024 | Annual director RSU grant date | RSUs (aggregate grant; per-director units not specified) | As of Dec 31, 2024, Marques held 4,017 unvested RSUs |
| May 14, 2025 | Form 4 filed (grant on May 12, 2025) | Stock award grant (units reported) | Form 4 filed by Roberto de Oliveira Marques; see SEC filing index and EDGAR summary |
Governance Assessment
- Committee work: Active on People & Compensation and SSPI, aligning with his ESG and human capital expertise; not a chair, limiting agenda-setting power but contributing domain insights.
- Independence and attendance: Independent under NYSE; engagement strong at the Board-level (98% avg attendance), with policy-mandated annual meeting attendance.
- Compensation alignment: Director pay split roughly 45% cash / 55% equity in 2024 (by grant-date fair value), with equity held until retirement; deferral options further encourage long-term alignment.
- Ownership alignment: Holdings valued at $305,621 versus the $750,000 guideline as of Jan 1, 2025; given 2023 appointment, accumulation is in progress; policy counts RSUs/CDIs/deferred units toward guideline.
- Conflicts/related-party: No related-party transactions disclosed involving Marques; appointment 8-K explicitly notes no Item 404(a) interest.
- Compensation committee interlocks: None; interlocks report is clean.
- RED FLAGS: None observed related to related-party transactions, hedging/pledging, option repricing or attendance. Ownership guideline shortfall vs target is a monitoring item rather than a red flag given tenure.
Additional shareholder signals: 2024 Say-on-Pay approved (For 114.9M; Against 3.0M); lobbying proposal failed (For 42.7M; Against 75.0M).
Board refreshment: Chair Steve Williams not standing for re-election; Board size reduced to 11 at 2025 Annual Meeting—ongoing refreshment.