Thomas Gorman
AlcoaAbout Thomas J. Gorman
Independent director since 2021; age 64. Former CEO of Brambles Ltd (2009–2017) and President of Ford Australia (2004–2008), with a 35+ year global operating background across logistics, manufacturing, and automotive. At Alcoa, Gorman chairs the People & Compensation Committee and serves on the Governance & Nominating Committee; the Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brambles Ltd | Chief Executive Officer | 2009–2017 | Led a global supply chain logistics business; contributes operational and strategic expertise to Alcoa |
| Ford Australia | President | 2004–2008 | Established Asia-Pacific engineering center of excellence; deep regional operational experience |
| Ford Motor Company | Various senior executive roles | 1987–2008 | Cross-functional leadership in Europe, North America, Australia |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Orora Limited (ASX) | Director | Current | Packaging solutions; industry adjacency to materials |
| Sims Limited (ASX) | Director | Current | Metals recycling and IT asset reuse; adjacency to aluminum ecosystem |
| Worley Limited (ASX) | Director | Current | Engineering and project services; infrastructure adjacency |
| The Nature Conservancy (Maine Chapter) | Trustee | Current | Non-profit environmental stewardship |
Board Governance
- Committee assignments and chair roles:
- People & Compensation Committee: Chair; 5 meetings in 2024 .
- Governance & Nominating Committee: Member; 4 meetings in 2024 .
- Independence: Board determined Gorman is independent under NYSE and Alcoa standards .
- Attendance and engagement: Board met 11 times in 2024; non-employee director attendance averaged ~98%, and each non-employee director attended at least 75% of meetings .
- Overboarding policy: Directors should not serve on more than three other public-company boards; Gorman currently serves on three (Orora, Sims, Worley), consistent with policy .
- Compensation committee interlocks: None (no insider participation or cross-committee interlocks reported) .
Fixed Compensation
| Element | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee director cash retainer |
| People & Compensation Committee Chair fee | $20,000 | Chair premium |
| Total 2024 cash fees | $150,000 | Reported “Fees Earned or Paid in Cash” |
- Deferred Fee Plan available (optional deferral of cash into RSUs or investment options); no disclosure of Gorman deferring in 2024 .
Performance Compensation
| Element | Grant Date | Measure | Amount/Units | Vesting |
|---|---|---|---|---|
| Annual RSU grant (directors) | May 14, 2024 | Time-based | $159,997 grant-date fair value | Generally vests after one year |
| Unvested RSUs at 12/31/2024 | — | Time-based | 4,017 RSUs | — |
Director equity awards are time-based RSUs; no performance metrics apply to director grants .
Equity Metric Structure (Directors)
| Equity Type | Performance Metrics | Weight |
|---|---|---|
| RSUs (Directors) | None (time-based) | N/A |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Compensation committee interlocks | None reported |
| Related-party transactions | Governance & Nominating Committee oversees RPTs; 2024 disclosure includes a transaction involving an executive’s spouse, not a director; no RPTs disclosed involving Gorman |
| Independence determination | Board affirmed Gorman’s independence |
Expertise & Qualifications
- Global manufacturing, logistics, and operations leadership; extensive Australian market experience aligned to Alcoa’s significant assets in Australia .
- Financial and strategic acumen from leading large, complex organizations; compensation oversight as People & Compensation Chair .
- Broader Board competencies include financial literacy and risk management across the board of nominees; Gorman’s biography highlights operational and strategic depth .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned | 11,088 shares (<1% of class) |
| Additional underlying stock units | 4,017 (unvested RSUs and deferred units where applicable) |
| Total (shares + units) | 15,105 |
| Director ownership guideline | Required to hold ≥$750,000 until retirement |
| Value of holdings (as of Jan 1, 2025) | $609,185 (below guideline at measurement date) |
- Hedging and pledging of Alcoa securities are prohibited for directors, officers, and employees, supporting alignment with shareholders .
Governance Assessment
-
Strengths:
- Independent director with deep operating leadership; committee chair of People & Compensation, central to pay-for-performance and human capital oversight .
- High overall Board engagement (11 meetings; ~98% average attendance), with regular executive sessions of independent directors .
- Compliance with overboarding limits (three other public boards) and prohibition on hedging/pledging .
- No compensation committee interlocks; related-party transaction oversight robust; no Gorman-related RPTs disclosed .
-
Watch items / potential investor confidence signals:
- Ownership alignment: Director guideline is $750,000; Gorman’s holdings valued at $609,185 as of Jan 1, 2025, indicating a shortfall versus guideline at that date. Given policy requires holding until retirement and directors receive ~50% of compensation in stock equivalents, monitor progress to guideline compliance .
- Time commitments: Three outside public boards place Gorman at the company’s policy limit; continued monitoring of attendance and committee workload remains prudent (Board average attendance was strong in 2024) .
-
Overall: Governance posture is sound—independence confirmed, key committee leadership without interlocks, and strong Board engagement. The primary alignment gap is ownership guideline shortfall at the measurement date; ongoing equity grants and holding requirements provide a pathway to compliance .