David Miller
Howmet AerospaceAbout David J. Miller
Independent director of Howmet Aerospace since 2017; age 46. Equity Partner and Senior Portfolio Manager at Elliott Investment Management L.P., with capital markets, restructuring, and M&A expertise; serves on Howmet’s Compensation and Benefits and Finance Committees . The Board has determined he is independent under NYSE standards and Company Director Independence Standards . The Board’s tenure policy requires resignation review after 12 years, placing Miller at ~8 years of service in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elliott Investment Management L.P. | Equity Partner & Senior Portfolio Manager; member of Management and Global Situational Investment Committees | 2003–Present | Leads investments across capital structure; strategic reviews, risk management, M&A |
| Peter J. Solomon Company | M&A and financing advisory roles | Not disclosed | Investment banking experience |
| Peabody Energy Corporation | Director | 2020–2024 | Public company board oversight; prior directorship |
| SemGroup Energy Partners LP | Director | 2008–2009 | Public company board oversight; prior directorship |
| JCIM, LLC | Board of Managers | 2008–2013 | Governance of private enterprise |
| ISCO International Inc. | Director | 2009–2010 | Governance of private enterprise |
External Roles
| Organization | Role | Nature | Dates |
|---|---|---|---|
| Acosta, Inc. | Director | Private company board | Current |
| Brazilian American Automotive Group, Inc. | Director | Private company board | Current |
| Futures and Options | Director | Non-profit board | Current |
| Public company boards (current) | — | None disclosed | — |
Board Governance
- Committee assignments: Compensation and Benefits; Finance (not a chair) .
- 2024 committee meeting cadence: Compensation and Benefits (5); Finance (5) .
- Independence: Board determined all nominees except the CEO are independent; Miller is independent .
- Attendance: All directors attended >75% of Board and respective Committee meetings; average director attendance 98.8% in 2024; all directors attended the May 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting .
- Committee composition is refreshed annually by the Governance and Nominating Committee; 2024 included rotations and chair changes .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | RSUs Awarded (count) | Total ($) |
|---|---|---|---|---|
| 2024 | 120,000 | 160,036 | 1,889 (grant date 5/24/2024; $84.72 close) | 280,036 |
Program features (for all non-employee directors):
- Annual equity grant as deferred RSUs; vest on the earlier of first anniversary or the next annual meeting; accelerated vesting on death/change in control; pro-rata vesting for other termination scenarios .
- Cash fee structure includes chair and lead director differentials; special meeting fee $1,200 for certain meetings over two hours; 2025 changes raised annual equity grant to $175,000 and certain chair/lead fees (Lead Director to $45,000; Governance & Nominating Chair to $20,000) .
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity is time-based deferred RSUs (no performance targets) |
| Vesting provisions | RSUs vest on earlier of first anniversary or next annual meeting; accelerated on death/change in control; pro-rata on other terminations |
| Clawbacks | Company clawback policy applies to executive officers and incentive plans; director equity described as deferred RSUs with no separate performance clawback disclosure for directors |
Other Directorships & Interlocks
| Category | Company | Role | Overlap/Notes |
|---|---|---|---|
| Prior public | Peabody Energy Corporation | Director | 2020–2024 |
| Prior public | SemGroup Energy Partners LP | Director | 2008–2009 |
| Private/non-profit | Acosta, Inc.; Brazilian American Automotive Group, Inc.; Futures and Options | Director | Current |
- Compensation Committee interlocks: None; no HWM officers on other companies’ comp committees with HWM executives on HWM’s committee .
- Related person transactions in 2024: None material to report .
- 5%+ HWM holders are Vanguard (11.2%) and BlackRock (10.4%); Elliott not disclosed as a 5% holder in the proxy .
Expertise & Qualifications
- Capital markets, strategic reviews, risk management, and mergers & acquisitions; deep investment management and investment banking background; experience with restructuring .
- Service on public and private company boards provides perspective on governance .
Equity Ownership
| As of 3/31/2025 | Common Shares Beneficially Owned | % of Outstanding | Deferred RSUs | Deferred Share Units | Total Units |
|---|---|---|---|---|---|
| David J. Miller | 0 | <1% | 51,564 | 0 | 51,564 |
- Aggregate value of holdings (stock, deferred share units, deferred RSUs): $6,689,398 .
- Stock ownership guideline: non-employee directors must hold at least $750,000 in HWM stock; timeline to achieve is six years; RSUs count toward compliance .
- Prohibitions: no pledging, margin accounts, short sales, or hedging for directors .
Governance Assessment
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Strengths: Independent status; strong attendance; meaningful finance/strategy expertise on Finance and Compensation & Benefits committees; no related-person transactions reported; robust director stock ownership far exceeding guideline, aligning interests; prohibitions on pledging/hedging reduce misalignment risk .
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Committee quality: Compensation Committee retains independent consultant (CAP LLC) and found no consultant conflicts; committee independence affirmed .
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Potential conflicts and mitigants: Miller’s Elliott role could raise perceived conflicts around capital structure/transactions; Board independence standards and related-party policy/annual surveys, plus no 2024 related-party transactions, mitigate concerns .
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Attendance/engagement: Board averaged 98.8% attendance; all directors attended annual meeting; independent directors hold executive sessions at every regular meeting—supports effective oversight .
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RED FLAGS: None disclosed in proxy for Miller (no pledging/hedging, no related-party transactions, no interlocks). Monitor for future activism-related conflicts given Elliott affiliation; ensure continued transparency on any capital transactions reviewed by the Finance and Compensation Committees .