William Oplinger
AlcoaAbout William Oplinger
William F. Oplinger, age 58, is President, Chief Executive Officer, and a director of Alcoa Corporation, serving as CEO since September 2023 after roles as COO (Feb–Sept 2023) and CFO (2016–Feb 2023; and at Alcoa Inc. 2013–2016) . He joined Alcoa in 2000 and previously held engineering and management roles at Westinghouse and Emerson . Under his leadership, Alcoa reported 2024 revenue of $11.9B and materially improved adjusted EBITDA excluding special items to $1,589M, with key portfolio and operational actions completed in 2024 . The company’s 2024 IC plan achieved 148.3% on diversified metrics (financial and safety/inclusion), and 2022–2024 PRSU payouts came in at 52% (below target) on relative TSR and ROE, underscoring pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alcoa Corporation | President & CEO | 2023–present | Led Alumina Limited acquisition; initiated Ma’aden JV stake sale; progressed Spain partnership; improved safety and operational stability; capital returns; de-levering . |
| Alcoa Corporation | EVP & COO | Feb–Sept 2023 | Drove safety focus; operational stability; production records; portfolio actions; relaunched Alcoa Business System . |
| Alcoa Corporation | EVP & CFO | 2016–Feb 2023 | Finance leadership across global operations post-separation; capital allocation; investor engagement . |
| Alcoa Inc. | EVP & CFO | 2013–2016 | Led upstream restructuring; optimized centers of excellence in mining; pre-separation finance . |
| Alcoa Inc. (GPP) | CFO, Controller, Operational Excellence Director, COO | 2000s | Upstream operations optimization, restructuring, performance improvement . |
| Westinghouse / Emerson | Engineering, marketing, planning | Early career | Technical and operational foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ridgeline Royalties | Advisory Board Member | Current | Royalties/stream financing advisory for mining sector . |
| Public company boards | — | — | None disclosed . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 1,235,000 | Salary as of Dec 31, 2024 increased to $1,242,000 . |
| 2023 | 862,258 | Transition year to CEO (Sept 2023). |
| 2022 | 708,747 | — |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 Annual IC | Adjusted EBITDA excl. special items (non-normalized) | 20% | $932M | $1,554M | 200% |
| 2024 Annual IC | Free Cash Flow (normalized) | 20% | $(377)M | $(174)M | 184% |
| 2024 Annual IC | Segment production & cost metrics | 30% | Various | Mixed results | Weighted payouts 0–77% |
| 2024 Annual IC | Safety Zero Fatalities | 10% | 0 | 0 | 200% |
| 2024 Annual IC | Safety FSI—Actual | 10% | Cap at target if fatality; otherwise target | 0 | 200% |
| 2024 Annual IC | Inclusive Culture (women; underrepresented hires) | 10% | % targets | Met/Exceeded | 81–200% |
| 2024 IC Result | Company achievement | — | 100% | 148.3% | 148.3% |
| 2024 IC Individual Adjustment | CEO | — | 100% | 115% | Applied |
| 2024 IC Payout ($) | CEO | — | $1,852,500 | — | $3,159,346 |
| 2024 PRSUs (2024–2026) | Metric | Weighting | Target Scale | Notes |
|---|---|---|---|---|
| Relative TSR vs S&P Metals & Mining Select Industry Index | 35% | 50th percentile = 100% | 25th=0%; 75th=200% | Straight-line interpolation . |
| Average ROE (3-year) | 35% | 15% ROE = 100% | 5%=0%; 35%=200% | Non-GAAP adjustments per Attachment A . |
| Carbon Intensity (Alumina + Aluminum renewables) | 30% | Lowest alumina CO2e rank + renewables % improvement | Rank 1; Renewable % targets | Challenging but achievable . |
| Historical PRSU Outcome | Period | Payout | Drivers |
|---|---|---|---|
| 2022–2024 PRSUs | Jan 1, 2022–Dec 31, 2024 | 52% of target | Below target Relative TSR and Average ROE; Carbon goals met/improved . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guideline | CEO required 6x base salary; all NEOs except two newer execs met guidelines as of Dec 31, 2024 . |
| Beneficial ownership (Mar 1, 2025) | 123,857 shares beneficially owned; additional underlying stock units 198,843; total 322,700; <1% of outstanding shares . |
| Options | 18,770 options exercisable, strike $53.30, exp. Jan 24, 2028 . |
| Hedging/pledging | Prohibited for directors/officers/employees; no margin accounts . |
| Upcoming vesting (supply overhang) | RSUs: 1/24/2025 11,860; 1/25/2026 17,250; 2024 RSUs vest ratably on 1/24/2025–2027 (110,890 total). PRSUs: Earned 2022 award (9,246) vest 1/26/2025; open cycles: 2/22/2026 (27,570 target); 2/21/2027 (177,040 target) . |
| 2024 Outstanding Equity (Year-end) | Unvested RSUs/Earned PRSUs (#) | Market Value ($) | Unearned PRSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| William F. Oplinger | 149,246 | $5,638,514 | 204,610 | $7,730,166 . |
Employment Terms
- Severance (non–change in control): 2x base salary; pro-rated bonus; health benefits for 2 years; outplacement; $50,000 for release; 2-year non-compete/non-solicit; 2-year ERIC retirement contribution; capped at ≤2.99x salary+bonus without shareholder ratification .
- Change-in-control (double trigger): If awards assumed, equity vests only upon termination without cause or for good reason within 24 months following (or 3 months preceding) CoC; cash severance for CEO is 3x base + target bonus; pro-rated bonus; benefits up to 3 years; ERIC contributions; outplacement; no excise tax gross-ups; awards may accelerate if not replaced .
- Clawback: NYSE-compliant policy to recover erroneously awarded incentive comp on restatements; forfeiture for cause on 2024+ awards .
Multi-Year Compensation Summary (CEO)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,235,000 | 9,013,167 | 3,159,346 | 87,750 | 13,495,263 |
| 2023 | 862,258 | 2,464,324 | 1,000,000 | 58,425 | 4,706,433 |
| 2022 | 708,747 | 2,357,144 | 425,248 | 72,302 | 3,563,441 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 CEO target comp ~89% variable (IC+LTI) and 11% base salary; at-risk emphasis increased alignment with performance .
- Metrics shift: LTI retains balanced TSR/ROE/Carbon intensity; IC maintained diversified operational and safety/inclusion metrics with normalization on FCF to remove commodity/currency distortions—supports risk-mitigated incentives .
- Discretionary recognition: 2024 recognition bonuses were paid to CFO and GC for Alumina Limited acquisition work; none to CEO—limits “guaranteed” pay creep .
- Governance: Independent consultant (Pay Governance); no option repricing; no excise tax gross-ups; robust ownership/hedging prohibitions .
Performance & Track Record
- 2024 highlights: Completion of Alumina Limited acquisition; announced Ma’aden JV stake sale; extended Alba contract; progress on Spain partnership; production records; issued $737M green bond; de-levering actions .
- Pay vs performance: 2022–2024 PRSU payout 52% (below target) due to weaker TSR/ROE; IC 2024 achievement 148.3% reflects operational and pricing tailwinds plus safety outcomes .
- Pay-versus-performance table indicates CAP vs SCT differences driven by stock price dynamics; cumulative $100 investment value for AA was $181.56 in 2024 (peer group $208.99) .
Board Governance
- Board service: Director since 2023; management director (not independent); attends Board and committee meetings except executive sessions; no additional board compensation .
- Structure: Separate non-executive Chairman and CEO; committees (Audit, Governance & Nominating, People & Compensation, SSPI) fully independent; non-employee director attendance ~98% in 2024 .
- Independence concerns: Dual role mitigated by independent chair, executive sessions, and fully independent committees; CEO evaluated annually by Board .
Director Compensation (for Oplinger)
- Employee director—no additional cash/equity retainer for Board service; NED program unaffected .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: >96% support, signaling strong investor endorsement of pay design and outcomes .
- Severance policy enhancement: Adopted 2.99x cap policy (post-2023 feedback) to seek advisory ratification if exceeded .
Equity Award and Vesting Schedule Details (CEO)
| Award Type | Grant Date | Shares/Units (#) | Vesting Schedule |
|---|---|---|---|
| RSU | 1/24/2024 | 110,890 | 1/24/2025, 1/24/2026, 1/24/2027 (ratable) . |
| RSU | 1/25/2023 | 17,250 | 1/25/2026 (cliff) . |
| RSU | 1/26/2022 | 11,860 | 1/26/2025 (cliff) . |
| PRSU (target) | 2/21/2024 | 177,040 | Pays out after performance period (ends 12/31/2026), settles 2/21/2027 . |
| PRSU (target) | 2/22/2023 | 27,570 | Performance period (to 12/31/2025), settles 2/22/2026 . |
| PRSU (earned) | 1/26/2022 | 9,246 | Earned at 52% payout; vests 1/26/2025 . |
| Stock Options | 1/24/2018 | 18,770 | Exercisable; $53.30 strike; expires 1/24/2028 . |
Compensation Peer Group (Executive benchmarking)
- 2024 Executive Peer Group (16 companies): APD, Celanese, Cleveland-Cliffs, Commercial Metals, Eastman, Ecolab, Freeport-McMoRan, Huntsman, International Paper, Newmont, Nucor, Packaging Corp of America, PPG, Reliance, Steel Dynamics, U.S. Steel—targeting median .
Risk Indicators & Red Flags
- Hedging/pledging prohibited company-wide .
- No excise tax gross-ups in CIC plan .
- Double-trigger equity vesting; no option repricing .
- Related party transaction oversight active; disclosure of CHRO spouse employment handled via committee approval .
Investment Implications
- Alignment: High at-risk mix (IC+PRSUs) and stringent ownership/clawback policies align CEO pay with TSR/ROE/carbon outcomes; 2024 IC overachievement reflects operational improvement and commodity price environment .
- Supply overhang: RSU vesting across 2025–2027 and PRSU settlements in 2026–2027 could create periodic insider selling windows; options expire 2028 at $53.30 (currently out-of-the-money if share price below strike), moderating near-term exercise pressure .
- Retention/CoC: Robust double-trigger CIC and non-CoC severance terms with 2.99x cap reduce retention risk during strategic actions; two-year non-compete/non-solicit for CEO further protects post-departure competitive exposure .
- Governance: Separation of Chair/CEO and independent committees mitigate dual-role concerns; strong say-on-pay support (96%) suggests low near-term governance overhang .