James Albaugh
Howmet AerospaceAbout James F. Albaugh
Independent Lead Director of Howmet Aerospace since 2020 and director since 2017. Age 74. Former President and CEO of Boeing Commercial Airplanes (2009–2012) and Boeing Integrated Defense Systems (2002–2009), with decades of executive leadership across aerospace and defense; currently chairs Howmet’s Compensation & Benefits Committee and serves on Governance & Nominating .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | President & CEO, Commercial Airplanes | 2009–2012 | Led a major global aviation business; executive council member |
| The Boeing Company | President & CEO, Integrated Defense Systems | 2002–2009 | Oversight of complex defense systems and government contracting |
| The Boeing Company | President, Space & Communications; President, Space Transportation; Executive Council member | 1998–2012 | Deep space/communications leadership; complex program oversight |
| Perella Weinberg Partners | Senior Advisor | 2016–2018 | Strategic advisory perspective |
| The Blackstone Group L.P. | Senior Advisor | 2013–2017 | Investment and portfolio insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Electra.aero | Board Advisor | 2022–Present | Next-gen sustainable urban/regional mobility |
| Industrial Development Funding | Senior Advisor | 2018–Present | Asset management advisory |
| Aloft Aeroarchitects | Board of Directors | Current | Aerospace services |
| Belcan Corporation | Board of Directors | Current | Engineering services |
| National Aeronautic Association | Chairman | Current | Industry leadership |
| Willamette University | Board of Trustees | Current | Academic governance |
| Columbia University (Fu Foundation School of Engineering) | Board of Visitors | Current | Academic advisory |
| International Academy of Aeronautics | Elected Member | Current | Professional recognition |
| National Academy of Engineering | Elected Member | Current | Professional recognition |
Board Governance
- Independent Lead Director with substantial authorities: presides over executive sessions, liaises between Chair/CEO and independent directors, approves agendas/schedules, calls meetings of independent directors, and engages directly with shareholders as needed .
- Committee assignments: Chair, Compensation & Benefits; Member, Governance & Nominating (2025). In 2024, also served on Audit .
- Committee structure and cadence (2024): Audit (7 meetings); Compensation & Benefits (5); Cybersecurity (4); Finance (5); Governance & Nominating (4) — all committees fully independent .
- Board independence: 9 of 10 nominees independent; independent directors meet in executive session at every regular meeting .
- Attendance: Board met 6 times in 2024; all directors attended ≥75% of Board/committee meetings; average attendance 98.8%; all directors expected to attend annual meeting and did so in May 2024 .
- Say-on-Pay and shareholder votes (2025): Say-on-Pay approved (For 330,581,393; Against 18,335,752; Abstain 1,016,179; Broker non-votes 19,922,517). Albaugh re-elected (For 342,200,243; Against 7,432,260; Abstain 300,821; Broker non-votes 19,922,517) .
- Related-party transactions: Governance & Nominating Committee reported no material related person transactions for 2024 .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 155,000 | 160,036 | 315,036 |
| 2023 | 155,000 | 160,013 | 315,013 |
Program elements:
- Lead Director annual fee: $35,000 (2024), increased to $45,000 effective Jan 1, 2025 .
- Committee chair fees: Audit $25,000; Compensation & Benefits $20,000 (no change); Other committee chair $15,000; meeting fees $1,200 per meeting beyond five special sessions and >2-hour duration .
- Annual equity grant increased to $175,000 effective Jan 1, 2025 (from $160,000) .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| May 24, 2024 | Deferred RSUs | 1,889 | 160,036 (at $84.72 close) | Vests on earlier of first anniversary or next annual meeting; accelerated vesting for death/CoC; pro-rata vesting for other separation; settlement deferred under Director plan |
| May 19, 2023 | Deferred RSUs | 3,559 | 160,013 (at $44.96 close) | Same terms as above |
Notes:
- No options or non-equity incentives for directors; equity awards are deferred RSUs (not performance-vested PSUs) .
Other Directorships & Interlocks
| Company | Role | Tenure |
|---|---|---|
| Current public company boards | None | — |
| American Airlines Group Inc. | Director | 2013–2023 |
| Goldman Sachs Acquisition Holdings | Director | 2018–2020 |
| Harris Corporation | Director | 2016–2019 |
| B/E Aerospace, Inc. | Director | 2014–2017 |
| TRW Automotive Holdings Corp. | Director | 2006–2015 |
- Compensation Committee interlocks: None; no HWM executive serves on another company’s compensation committee with a reciprocal relationship; no insider participation on HWM’s Compensation & Benefits Committee .
Expertise & Qualifications
- Leadership, industry (aerospace/defense), global experience, finance, strategy/business development, risk oversight/management, human capital, corporate governance; legal/regulatory and ESG oversight reflected in Board skills matrix .
- Extensive aerospace operational program execution and government contracting experience; capital markets and investment perspectives from advisory roles .
Equity Ownership
| As of Date | Common Shares Beneficially Owned | % of Outstanding | Deferred RSUs | Deferred Share Units | Total Units/Shares | Aggregate Value of Holdings |
|---|---|---|---|---|---|---|
| Mar 31, 2025 | 10,000 | <1% (*) | 47,681 | 0 | 57,681 | $7,482,956 |
| Mar 25, 2024 | 10,000 | <1% (*) | 45,792 | 0 | 55,792 | $3,758,149 |
- Unvested RSUs outstanding at Dec 31, 2024: 1,889 .
- Stock ownership guideline: Directors must hold at least $750,000 in HWM equity; compliance measured annually; six years to reach guideline .
- Hedging/short sales/margin/pledging prohibited; proxy ownership table notes shares are not subject to pledge .
Governance Assessment
- Positives: Strong independent Lead Director role and clear mandate ; chairs key compensation oversight committee (Compensation & Benefits), with fully independent membership and authority to retain independent consultants (CAP LLC; independence affirmed, no conflicts) ; high Board/committee attendance and regular executive sessions ; robust clawback policies under SEC/NYSE and plan-level recoupment provisions ; shareholder-friendly practices (no tax gross-ups, double-trigger CoC, prohibition on hedging/pledging; no option repricing; annual director elections; majority voting) ; active shareholder engagement programs . Say-on-Pay approval in 2025 supports compensation program credibility .
- Potential conflicts: No material related-person transactions reported for 2024; board committees fully independent; no compensation committee interlocks .
- Alignment: Significant director equity holdings and stringent ownership guideline; increased Lead Director fee and equity grant in 2025 appropriately reflect responsibilities while maintaining total annual compensation cap [$750k] .
RED FLAGS: None identified in filings—no pledging/hedging, no material related-party transactions, no option repricing, and strong clawback provisions .
(*) Percentages reported as “Less than 1%” per proxy methodology .