Joseph Cantie
Howmet AerospaceAbout Joseph S. Cantie
Independent director at Howmet Aerospace since 2020; age 61; former Executive Vice President and Chief Financial Officer of ZF TRW and earlier finance leadership roles at TRW Inc., LucasVarity PLC, and Varity Corporation; Certified Public Accountant from his tenure at KPMG; designated Audit Committee Financial Expert by the Board . The Board has affirmed his independence under NYSE standards and company Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZF TRW (division of ZF Friedrichshafen AG; formerly TRW Automotive Holdings Corp.) | Executive Vice President & Chief Financial Officer | 2003–2016 | Led finance, capital markets, M&A, enterprise risk management; deep manufacturing/automotive finance expertise . |
| TRW Inc. | VP Finance (Automotive); VP Investor Relations | 1999–2003 | Strategy, IR, global finance exposure . |
| LucasVarity PLC | Various executive finance positions including VP & Controller | 1996–1999 | Automotive parts finance leadership . |
| Varity Corporation | Manager, Financial & Business Analysis | 1995–1996 | Analysis supporting industrial conglomerate operations . |
| KPMG | CPA | 1985–1995 | Public accounting foundation, audit proficiency . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gates Industrial Corporation plc | Director | Current | Not disclosed in HWM proxy . |
| TopBuild Corporation | Director | Current | Not disclosed in HWM proxy . |
| Summit Materials, Inc. | Director | 2016–Feb 2025 | Not disclosed in HWM proxy . |
| Delphi Technologies PLC | Director | 2017–2020 | Not disclosed in HWM proxy . |
| Aptiv PLC (formerly Delphi Automotive PLC) | Director | 2015–2017 | Not disclosed in HWM proxy . |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee Chair .
- Financial Expert designation: Audit Committee Financial Expert (Cantie and Schmidt meet SEC requirements) .
- 2024 meeting cadence: Audit Committee (7 meetings); Finance Committee (5 meetings); Full Board (6 meetings) .
- Independence and attendance: Board affirms independence for all directors except CEO; each director attended at least 75% of meetings; average director attendance 98.8%; independent directors meet in executive session at every regular Board meeting .
- Shareholder engagement: Directors available for ESG and compensation-related engagements; twice-yearly outreach to holders of ~74% of shares; engagement with ~35–40% by ownership in 2024 .
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $129,113 | Board and committee service; chair fees included; per-meeting fee $1,200 for excess special meetings; only one chair retainer applied per director . |
| Stock Awards (Deferred RSUs) | $160,036 | Annual deferred RSU grant on May 24, 2024: 1,889 RSUs at $84.72 closing price; vests at earlier of first anniversary or 2025 annual meeting; deferred under Directors Deferred Fee Plan . |
| Total | $289,149 | Sum of cash and stock awards . |
- Program changes effective January 1, 2025: Annual equity grant increased to $175,000; Lead Director fee to $45,000; Governance & Nominating Chair fee to $20,000; Finance Chair remains categorized as “Other Committee Chair” in fee schedule (2024: $15,000) .
Performance Compensation
Not applicable to non-employee directors at HWM. Annual director equity grants are time-based deferred RSUs with vesting tied to service, not to performance metrics; accelerated/pro-rata vesting applies under specified termination scenarios (including change in control, death) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Gates Industrial Corporation plc; TopBuild Corporation . |
| Prior public boards | Summit Materials (2016–Feb 2025); Delphi Technologies PLC (2017–2020); Aptiv PLC (2015–2017) . |
| Potential interlocks/conflicts | Company policy and Governance & Nominating Committee review related person transactions; none material in 2024; directors prohibited from pledging, margin accounts, short sales/hedging of company stock . |
| Compensation committee interlocks | None; no HWM executive serves on external boards’ comp committees with reciprocal ties; HWM’s Compensation & Benefits Committee members are independent and retain an independent consultant (CAP LLC), with no conflicts found . |
Expertise & Qualifications
- Finance, capital markets, and enterprise risk management from CFO tenure at ZF TRW; broad manufacturing/automotive industry knowledge .
- M&A, investor relations, strategy and business development; CPA credential ensures strong accounting oversight .
- Audit Committee Financial Expert; brings financial literacy and internal control oversight capabilities .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares of Common Stock Beneficially Owned | 40 | Less than 1% of outstanding; includes sole voting/investment power; no pledges . |
| Deferred Restricted Share Units (Director RSUs) | 41,215 | Annual director grants and any deferrals into RSUs; settled in stock upon retirement . |
| Deferred Share Units | — | None disclosed for Cantie; DSUs settle in cash upon retirement (general description) . |
| Aggregate value of HWM stock, DSUs, and deferred RSUs (as of Mar 31, 2025) | $5,352,011 | Measured using NYSE closing price; exceeds $750,000 ownership guideline . |
| Ownership guideline | $750,000; time to achieve 6 years | Applies to all non-employee directors; directors must maintain until retirement . |
| Hedging/pledging | Prohibited for directors | Aligns interests with shareholders; no margin accounts . |
Governance Assessment
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Strengths:
- Finance Committee Chair with deep CFO experience; Audit Committee member and financial expert designation—supports robust capital structure oversight and financial reporting integrity .
- Strong ownership alignment: $5.35M in HWM equity-linked holdings vs. $750k guideline; prohibitions on hedging/pledging reinforce alignment .
- Board-level governance quality: independent committees; executive sessions each regular meeting; high attendance and structured evaluations; active shareholder engagement .
- No material related-person transactions; clear policy and pre-approval framework .
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Watch items / potential risks:
- Multi-board service (two current external public boards) warrants continued monitoring against HWM’s overboarding limits, though guidelines are in place and Board annually reviews committee composition and chair rotations .
- Director equity grants are time-based without performance metrics—acceptable for independent directors but offers limited performance linkage compared to executive plans; however, strong stock ownership guideline mitigates alignment concerns .
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Signals supporting investor confidence:
- Finance agenda oversight (capital structure, capex, hedging, M&A, buybacks/dividends) chaired by Cantie, aligning with HWM’s multi-year capital allocation improvements and TSR performance highlighted in proxy .
- Independent compensation oversight across executives via separate committee with independent consultant and clawback policies at the executive level, reducing governance risk spillover to board compensation .