Amy Alving
Howmet AerospaceAbout Amy E. Alving
Independent director of Howmet Aerospace (HWM) since 2018; age 62. Former Senior Vice President and Chief Technology Officer at Leidos/SAIC, prior DARPA Special Projects Office Director, White House Fellow, and tenured Associate Professor of Aerospace Engineering at the University of Minnesota—bringing deep technology, cybersecurity, and risk oversight credentials. Current board service is independent, with committee roles on Cybersecurity and Governance & Nominating .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leidos Holdings, Inc. (formerly SAIC) | SVP & Chief Technology Officer | 2007–2013 (at SAIC/Leidos); at company 2005–2013 | Led enterprise technology vision and strategy |
| DARPA | Director & Deputy Director, Special Projects Office | 1998–2005 | Senior Executive Service; advanced R&D oversight |
| U.S. Dept. of Commerce | White House Fellow, Sr. Technical Advisor to Dep. Sec. | 1997–1998 | Federal policy and technical advising |
| University of Minnesota | Tenured Associate Professor, Aerospace Engineering | 1990–1997 | Original research and teaching in aerospace |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Federal National Mortgage Association (Fannie Mae) | Director | 2013–Mar 2025 | Prior public company directorship |
| DXC Technology Company | Director | 2017–2023 | Prior public company directorship |
| Howmet (then Arconic Inc.) | Director | Nov 2016–May 2017 | Prior HWM/Arconic directorship |
| Pall Corporation | Director | 2010–2015 | Until Danaher acquisition |
| Air Force Scientific Advisory Board | Member | Current | Technical advisory capacity |
| Council on Foreign Relations | Member | Current | Policy forum membership |
| Princeton University | Board of Trustees | Prior | Governance at academic institution |
Board Governance
- Committee Assignments: Cybersecurity; Governance & Nominating .
- Committee Meeting Frequencies (2024):
- Cybersecurity: 4 meetings
- Governance & Nominating: 4 meetings
- Independence: Board determined all directors except CEO are independent; Alving is independent .
- Attendance: All directors attended more than 75% of Board and committee meetings; average attendance 98.8%; Board met 6 times in 2024 .
- Lead Independent Director: James F. Albaugh; executive sessions of independents at every regular Board meeting .
Fixed Compensation
| Year | Cash Fees (USD) | Equity RSUs Grant-Date Fair Value (USD) | Total (USD) |
|---|---|---|---|
| 2024 | $125,887 | $160,036 (1,889 deferred RSUs at $84.72 close, granted May 24, 2024) | $285,923 |
- Program design: Non-employee directors receive cash retainers, any applicable chair/lead fees, and annual deferred RSUs; meeting fees apply only for excess special meetings over thresholds .
- 2025 changes: Annual equity grant increased to $175,000; Lead Director fee to $45,000; Governance & Nominating Chair fee to $20,000 .
Performance Compensation
| Component | Performance Metric(s) | Vesting / Terms | Notes |
|---|---|---|---|
| Annual deferred RSUs | None (time-based; director compensation not performance-linked) | Vest on first anniversary of grant or next annual meeting; accelerated/pro-rata vesting in specified scenarios; settlement deferred until Board retirement | Directors may also elect to defer cash fees into fully-vested RSUs under the Director Deferral Program |
Director compensation at HWM does not use performance metrics (e.g., EBITDA/TSR) for directors; pay is fixed cash plus time-based equity designed for alignment, not operational incentive compensation .
Other Directorships & Interlocks
| Company | Type | Current/Prior | Potential Interlock/Conflict |
|---|---|---|---|
| Fannie Mae | Public | Prior (ended Mar 2025) | No HWM-related transactions reported; low direct commercial overlap |
| DXC Technology | Public | Prior | No HWM-related transactions reported |
| Pall Corporation | Public | Prior | No HWM-related transactions reported |
| Arconic (pre-spin Howmet) | Public | Prior | Historical board service, not an interlock |
| Air Force SAB; CFR | Non-profit/policy | Current | Advisory roles; no related person transactions reported |
- Related-party transactions: Governance & Nominating Committee reported none material for 2024; policy requires review/approval for any transaction >$120,000 with related persons .
Expertise & Qualifications
- Technology and cybersecurity leadership: Former CTO at large U.S. defense contractor; DARPA SPO Director—strong fit for Cybersecurity Committee and risk oversight .
- Aerospace and defense R&D oversight; government contracting exposure .
- Corporate governance experience across multiple public boards; non-profit governance .
Equity Ownership
| As of Mar 31, 2025 | Common Shares Beneficially Owned | Deferred Restricted Share Units (DRSUs) | Deferred Share Units | Total Units/Shares | Ownership Value |
|---|---|---|---|---|---|
| Amy E. Alving | 4,591 | 51,468 | — | 56,059 | $7,272,534 |
- Ownership guideline: Non-employee directors must retain at least $750,000 in HWM stock; timeline to achieve: 6 years—Alving exceeds guideline materially .
- Prohibitions: Short sales, hedging, margin accounts, and pledging of Company stock are prohibited for directors .
Governance Assessment
- Board effectiveness: Alving’s cybersecurity and advanced R&D background strengthens oversight of cyber risk and technology strategy; aligned committee assignments support board skills mix .
- Independence and engagement: Independent status; high board-level attendance; independent committees; routine executive sessions indicate robust oversight .
- Alignment and incentives: Significant equity holdings and mandatory ownership guidelines enhance “skin-in-the-game”; director equity is time-based, mitigating pay-for-performance distortions but maintaining long-term alignment .
- Conflicts and related-party exposure: No material related-person transactions disclosed; Compensation Committee uses an independent consultant (CAP LLC), with independence assessed—reduces consultant conflicts .
- RED FLAGS: None disclosed—no pledging/hedging permitted; no material related-party transactions; no attendance issues; no tax gross-ups or option repricing in director program .