Gunner Smith
Howmet AerospaceAbout Gunner S. Smith
Gunner S. Smith (age 51) is an independent director of Howmet Aerospace (HWM) since 2023 and serves as President, Roofing at Owens Corning (2018–present). His board credentials emphasize manufacturing and commercial expertise; he sits on HWM’s Audit and Finance Committees, bringing operating and market insight from building materials into aerospace oversight . The Board has determined he is independent under NYSE standards and HWM’s Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens Corning | President, Roofing | 2018–present | Executive Committee member; leads a global business with sales, marketing, pricing and operations depth |
| Owens Corning | Various executive roles (incl. VP, Distribution & Home Center Sales; roles leading sales, marketing, pricing) | Pre-2018 (dates not itemized) | Commercial and pricing leadership across channels |
| PlyGem Industries | National Sales Manager | 2007–2008 | National sales leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asphalt Roofing Manufacturers Association | President; Board of Directors | Not disclosed | Industry leadership; policy and standards influence |
| Toledo Zoo and Aquarium | Board of Directors | Not disclosed | Community and nonprofit governance |
Board Governance
- Independence and service: Independent director since 2023; Board has 9 of 10 independent nominees (all except the CEO/Executive Chairman) .
- Attendance: Board met 6 times in 2024; all directors attended >75% of their meetings; average director attendance was 98.8% .
- Committee assignments and scope:
- Audit Committee member; 7 meetings in 2024; oversees financial statements, internal controls, auditor independence, compliance, and major financial risk exposures. Committee chaired by Ulrich R. Schmidt; audit committee financial experts: Joseph S. Cantie and Ulrich R. Schmidt .
- Finance Committee member; 5 meetings in 2024; reviews capital structure, capex, M&A, buybacks/dividends, and hedging policies. Committee chaired by Joseph S. Cantie .
2025 Shareholder Vote Outcomes (signals of investor confidence)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Gunner S. Smith | 347,596,701 | 2,028,147 | 308,476 | 19,922,517 |
| Say-on-Pay (advisory) | 330,581,393 | 18,335,752 | 1,016,179 | 19,922,517 |
Fixed Compensation (Director)
| Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $120,000 | Fees earned or paid in cash as non-employee director |
| Program elements (2024) | — | Committee chair retainers: Audit Chair $25,000; Compensation & Benefits Chair $20,000; Other Committee Chair $15,000; Lead Director $35,000; $1,200 per excess special meeting >2 hours beyond five special meetings |
| 2025 Changes | — | Annual equity grant increased to $175,000 (from $160,000); Lead Director fee to $45,000 (from $35,000); Governance & Nominating Chair fee to $20,000 (from $15,000) |
Performance Compensation (Director Equity)
| Grant | Instrument | Grant Date | # Units/Shares | Grant-Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|---|
| 2024 Annual | Deferred RSUs | May 24, 2024 | 1,889 | $160,036 | Vests on first anniversary or next annual meeting; settlement deferred under Directors Deferred Fee Plan; unvested RSUs outstanding at 12/31/24: 1,889 |
| Policy | Director RSUs | — | — | — | Annual grants are deferred RSUs; directors may also elect to defer cash retainer into fully-vested RSUs or plan options; settlement upon Board retirement (lump sum or installments) |
No performance-conditioned equity is disclosed for directors; awards are time-based deferred RSUs, aligning directors with shareholder TSR without executive-style operating metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Smith in HWM proxy materials |
| Committee roles at other public companies | Not applicable (none disclosed) |
| Interlocks with HWM competitors/customers/suppliers | None disclosed; 2024 related-person transactions: none to report |
Expertise & Qualifications
- Manufacturing and commercial expertise with leadership of a major building materials business (Owens Corning Roofing) and experience across sales, marketing, pricing, and distribution—complementary to HWM’s industrial/aerospace context .
- Board assigns him to financially material committees (Audit, Finance), drawing on operational, risk oversight, and capital allocation perspectives .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock beneficially owned | 0 shares (less than 1% of class) |
| Deferred Restricted Share Units (director RSUs) | 4,083 units |
| Deferred Share Units | 0 units |
| Aggregate value of HWM stock, deferred share units, and deferred RSUs (as of 3/31/2025) | $529,688 |
| Director stock ownership guideline | $750,000; 6-year compliance window from initial appointment; may be met with stock, deferred share units, and deferred RSUs |
| Hedging/pledging | Prohibited for directors (no short sales, hedging, margin, or pledging) |
| Shares pledged | None; none of the reported shares are subject to pledge |
Governance Assessment
- Strengths:
- Independent director on Audit and Finance—high-significance committees for investor protection (financial reporting integrity, capital allocation, M&A, buybacks/dividends); Audit met 7 times; Finance met 5 times in 2024 .
- Strong shareholder support in 2025 election (347.6M For vs 2.0M Against) and solid Say-on-Pay approval—both indicators of investor confidence in board oversight .
- Board-wide attendance was excellent (avg. 98.8%), and all directors exceeded the 75% threshold; robust orientation and continuing education program .
- No related-person transactions in 2024; Compensation Committee interlocks: none; independent compensation consultant retained (CAP LLC) .
- Alignment mechanisms: meaningful equity retainer (2024: $160,036 RSUs; increased to $175,000 in 2025), deferral and ownership policy, and prohibitions on hedging/pledging .
- Watch items:
- Ownership value below the $750,000 guideline as of 3/31/2025 ($529,688), but directors have six years from first appointment (2023) to comply; ongoing accumulation expected via annual RSU grants and potential deferrals .
- RED FLAGS:
- None identified in disclosed materials: no related-party exposure, no hedging/pledging, no option repricing, and strong election results; board committees entirely independent .