John Plant
Howmet AerospaceAbout John Plant
John C. Plant (age 71) is Executive Chairman and Chief Executive Officer of Howmet Aerospace. He joined the Board in 2016, became Chair in 2017, served as CEO in 2019–2020, Co‑CEO in 2020–2021, and CEO again from 2021 to present . In 2024, HWM delivered 12% YoY revenue growth to $7.43B, +27% YoY adjusted EBITDA to $1.914B, and +43% YoY free cash flow to $977M; 2024 TSR was 103%, and HWM has outperformed the S&P Aerospace & Defense Index over the last five years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Howmet Aerospace | Chair of the Board | 2017–Present | Leads strategy and execution as combined Chair/CEO; governance structure includes strong Lead Independent Director . |
| Howmet Aerospace | Chief Executive Officer | 2019–2020; 2021–Present | Oversaw multi‑year profit/cash acceleration and TSR outperformance vs A&D peers . |
| Howmet Aerospace | Co‑Chief Executive Officer | 2020–2021 | Transitional leadership through early post‑spin period . |
| TRW Automotive Holdings | President & CEO; Chairman of the Board | 2003–2015; 2011–2015 | Scaled a top‑10 global auto supplier with ~65k employees across ~190 facilities; sold to ZF . |
| TRW Inc. | Co‑Member, Chief Executive Office; EVP | 2001–2003; 1999–2001 | Senior leadership at aerospace/systems conglomerate . |
| LucasVarity Automotive | President; President & Managing Director, Electrical & Electronics | 1997–1999; 1991–1997 | Led business through acquisition by TRW Inc. . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jabil Circuit Corporation | Director | Current | Public company directorship . |
| Masco Corporation | Director | Current | Public company directorship . |
| Fellow of the Institute of Chartered Accountants | Fellow | — | Professional credential . |
Fixed Compensation
| Year | Base salary paid ($) | Notes |
|---|---|---|
| 2022 | 1,600,000 | — |
| 2023 | 1,600,000 | — |
| 2024 | 1,766,667 | Base increased to $1.8M effective March 2024 (first increase since becoming CEO in 2020) . |
All other compensation in 2024 was $327,000 (company contributions to qualified and nonqualified plans) .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Minimum (0%) | Target (100%) | Maximum (200%) | Actual | Weighted payout |
|---|---|---|---|---|---|---|
| Free Cash Flow | 40% | $600M | $680M–$735M | $770M | $977M | 80% |
| Adjusted EBITDA (ex‑specials) | 40% | $1,450M | $1,550M–$1,650M | $1,740M | $1,914M | 80% |
| Strategic goals | 20% | — | — | — | Committee‑determined | 40% |
| Total payout | 200% |
CEO payout math: Target bonus 175% of eligible salary; plan result 200%; Individual multiplier 100%; cash paid $6,183,333 for 2024 .
Long‑Term Incentives (2024 grant)
| Grant date | Total grant value | Vehicles | Split | Performance metrics (PRSUs) |
|---|---|---|---|---|
| Feb 15, 2024 | $14,100,000 | PRSUs + RSUs | 60% PRSUs / 40% RSUs | Adjusted EBITDA increase, Adjusted EPS (aggregate), Relative TSR vs S&P 500 A&D peer group; equally weighted one‑third each for 2024–2026 cycle . |
Pay‑versus‑performance disclosure shows 2024 “compensation actually paid” for the CEO heavily driven by year‑end value changes of equity awards, reflecting strong TSR .
Realized vesting/option activity (2024)
| Type | Shares vested | Value realized |
|---|---|---|
| Stock awards | 500,000 | $27,060,000 |
No stock options were granted to NEOs in 2019–2024; none outstanding for the CEO in 2024 tables .
Equity Ownership & Alignment
| Holder | Common shares beneficially owned | % of class | Deferred RSUs | Deferred share units | Pledging |
|---|---|---|---|---|---|
| John C. Plant | 3,616,585 (incl. 1,587,730 via trusts) | <1% | 34,406 | 4,481 | None; directors/officers prohibited from pledging or margining; table notes no pledges . |
Stock ownership guidelines: CEO must hold equity equal to 6x base salary; all NEOs have met their stock ownership requirements (unvested awards do not count toward compliance) . Directors must hold at least $750,000 until retirement; Plant’s director holdings value shown for alignment disclosure purposes ($474,224,383 as of 3/31/25) .
Vesting schedule (outstanding awards as of 12/31/24)
| Award type | Shares (target) | Vesting date |
|---|---|---|
| Time‑vested RSUs | 89,142 | Feb 15, 2027 |
| PRSUs (at target; 0–200% earned) | 133,713 | Feb 15, 2027 (subject to performance) |
Implication: Next CEO vesting event is 2027; near‑term Form 4 supply overhang appears limited based on disclosed schedules .
Employment Terms
| Plan | Trigger | Cash multiple | Health benefits | Retirement accrual credit | Pro‑rata bonus | Equity treatment |
|---|---|---|---|---|---|---|
| Executive Severance Plan | Termination without cause | CEO: 1.5x base + target bonus | 1.5 years | 1.5 years | Not specified in ESP table | As per plan/award terms |
| Change‑in‑Control Severance Plan | Double‑trigger within 2 years post‑CIC | CEO: 2.5x base + target bonus | 2.5 years | 2.5 years of company savings contributions | Pro‑rata at target | Double‑trigger: replacement awards vest if terminated w/o cause or for good reason; PRSUs convert to time‑vested at actual (if >50% elapsed) or target (<50%) at CIC . |
Illustrative as‑of 12/31/24 scenario values (company close $109.37):
– CIC + qualifying termination: Cash $12,375,000; additional retirement accrual $641,250; health $787; pro‑rata annual incentive $3,091,667; accelerated equity value $38,212,947 .
– Non‑CIC termination w/o cause: Cash $7,425,000; additional retirement accrual $222,750; health $459 .
Governance protections: No excise‑tax gross‑ups; board policy requires shareholder approval for any cash severance >2.99x salary+target bonus .
Clawbacks/hedging/pledging: SEC/NYSE‑compliant executive officer clawback policy (adopted 2023) and additional plan‑level recoupment/forfeiture; short sales, derivatives/hedging, margining/pledging prohibited for directors and Section 16 officers .
Pension/SERP: CEO is not a participant in the defined benefit pension; all other amounts in “All Other Compensation” are company savings/deferred plan contributions (see 2024 detail above) .
Board Governance (service history, committees, independence, dual‑role)
- Service history: Director since 2016; Chair since 2017; currently Executive Chairman and CEO; HWM uses a combined Chair/CEO structure with a strong, independent Lead Director (James F. Albaugh) and fully independent Board committees .
- Committees: All standing committees (Audit; Compensation & Benefits; Cybersecurity; Finance; Governance & Nominating) are composed solely of independent directors; Plant, as CEO, does not receive additional director compensation .
- Independence: Plant is not independent due to employment; 9 of 10 directors are independent .
- Attendance: 2024 average director attendance was 98.8% across Board and committees .
- Dual‑role implications: Company highlights unified strategic leadership benefits of combined Chair/CEO while assigning substantial responsibilities to an empowered Lead Independent Director (agenda approval, executive sessions, shareholder engagement) to mitigate concentration‑of‑power risks .
Director Compensation (as director)
- Employee directors receive no additional Board compensation; Plant’s director compensation is $0 (compensated as CEO) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 97.8% in 2024 (97.5% in 2023), indicating strong investor support for the program .
- Shareholder engagement: Semiannual outreach; themes included compensation design, governance, succession, and ESG .
Compensation Peer Group and Philosophy
- Philosophy: Pay for performance with equity‑heavy mix; targets market median with upside for strong results; no guaranteed bonuses; no option repricing; no dividends on unvested equity .
- Peer group oversight and independent advisor: Compensation Advisory Partners (independent) advises committee; proxy peer group periodically refreshed; benchmarking supplemented with survey data; conservative compensation risk profile .
Related Party Transactions and Red Flags
- 2024: No material related person transactions reported; standard indemnification applies .
- Risk mitigants: No hedging/pledging; robust clawbacks; no tax gross‑ups; severance capped at 2.99x without shareholder vote; double‑trigger CIC equity; high say‑on‑pay support .
- Watch items: Combined Chair/CEO role (mitigated by strong Lead Director and independent committees) .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock awards ($) | Non‑equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 1,600,000 | 0 | 0 | 148,249 | 1,748,249 |
| 2023 | 1,600,000 | 0 | 5,600,000 | 144,588 | 7,344,588 |
| 2024 | 1,766,667 | 14,100,036 | 6,183,333 | 327,000 | 22,377,036 |
Performance Snapshot (company KPIs referenced in pay decisions)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($B) | 5.7 | 6.6 | 7.4 |
| Adjusted EBITDA ex‑specials ($B) | 1.3 | 1.5 | 1.9 |
| Free Cash Flow ($M) | — | 682 | 977 |
| TSR (annual) | — | — | 103% |
Note: Non‑GAAP reconciliations provided in Attachment C of the proxy .
Investment Implications
- Pay‑for‑performance alignment: 2024 annual bonus paid at max due to FCF and EBITDA exceeding maximums and strong strategic goal execution; LTI tilted to PRSUs with EBITDA/EPS/relative TSR drives long‑term alignment .
- Retention and selling pressure: CEO equity is largely unexercised RSUs/PRSUs with the next major vest in 2027; prohibition on pledging/hedging reduces forced‑sale risk; near‑term Form 4 supply from CEO appears limited based on disclosed vesting .
- Governance risk vs mitigants: Combined Chair/CEO role carries oversight risk, but HWM features a powerful Lead Independent Director, independent committees, robust clawbacks, and no tax gross‑ups; say‑on‑pay support (~98%) indicates investor comfort with design .
- Downside protections and CIC economics: Double‑trigger CIC with 2.5x cash multiple and sizable equity acceleration could be value‑relevant in strategic scenarios; no excise‑tax gross‑ups .
- Track record: Strong multi‑year operating improvements and cash generation under Plant (2024 revenue +12%, adj. EBITDA +27%, FCF +43%; 2024 TSR 103%) support confidence in execution and capital allocation discipline .