Kenneth Giacobbe
Howmet AerospaceAbout Kenneth Giacobbe
Kenneth J. “Ken” Giacobbe is Executive Vice President and Chief Financial Officer of Howmet Aerospace, a role he has held since November 2016, after senior finance roles at Alcoa/Arconic (EP&S Group Controller and EP&S CFO) and earlier finance leadership roles at Avaya and Lucent Technologies . He holds a B.A. in Economics from SUNY Oneonta and an MBA from the University of South Florida . Under his tenure, Howmet’s incentive design has emphasized free cash flow, adjusted EBITDA and relative TSR; in 2024, the corporate IC plan paid at 200% as FCF reached $977M and adjusted EBITDA $1,914M, and the company reported TSR outperformance versus its S&P 500 Aerospace & Defense peers over measured periods . Howmet prohibits hedging and pledging, and executives must meet robust stock ownership guidelines; the CFO’s guideline is 3x base salary and all NEOs are in compliance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Howmet Aerospace (formerly Alcoa/Arconic) | EVP & CFO, Howmet Aerospace | Nov 2016–present | Principal financial officer; member of Executive Leadership Team guiding corporate strategy |
| Alcoa/Arconic EP&S | CFO, Engineered Products & Solutions (EP&S) | 2013–2016 | Financial oversight across EP&S businesses (Power & Propulsion, Fastening Systems & Rings, Forgings & Extrusions, Titanium & Engineered Products) |
| Alcoa/Arconic EP&S | Group Controller | 2011–2013 | Segment controller responsibilities across EP&S portfolio |
| Alcoa Inc. | VP Finance, Building & Construction Systems (Geneva) | 2008–2009 | Expatriate finance leadership; international oversight |
| Alcoa Inc. | VP Finance, Global Extruded Products | 2004–2008 | Finance leadership for extrusions within Forgings & Extrusions |
| Avaya; Lucent Technologies | Senior finance roles | pre-2004 | Corporate finance leadership positions |
External Roles
No public company directorships or external board roles disclosed in company filings or official bio .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 616,667 | 645,000 | 675,000 |
| Target Bonus (% of Salary) | — | 100% | 100% |
| Non-Equity Incentive Paid ($) | 370,000 | 1,290,000 | 1,350,000 |
| All Other Compensation ($) | 63,404 | 58,463 | 89,250 |
Notes:
- Target bonus % for 2023–2024 per CD&A individual decisions table; 2022 target not disclosed .
Performance Compensation
2024 Annual Cash Incentive Plan Design and Outcome
| Metric | Weight | Minimum (0%) | Target (100%) | Maximum (200%) | Actual Result | Payout Contribution |
|---|---|---|---|---|---|---|
| Free Cash Flow | 40% | $600M | $680M–$735M | $770M | $977M | 80% |
| Adjusted EBITDA (excl. special items) | 40% | $1,450M | $1,550M–$1,650M | $1,740M | $1,914M | 80% |
| Strategic Goals | 20% | — | — | — | Max achieved (committee determination) | 40% |
| Total Plan Result | — | — | — | — | — | 200% |
CFO’s individual multiplier was 100%, yielding a cash IC payment of $1,350,000 for 2024 .
Long-Term Incentives (PRSUs and RSUs)
| PRSU/RSU Metric | 2023 PRSU Design | 2024 PRSU Design |
|---|---|---|
| Adjusted EBITDA (excl. special items) | 1/3 weight; three-year increase 2023–2025 over 2022 result ($1,276M) | 1/3 weight; three-year increase 2024–2026 over 2023 result ($1,508M) |
| Adjusted EPS (excl. special items) | 1/3 weight; aggregate total 2023–2025 | 1/3 weight; aggregate total 2024–2026 |
| Relative TSR (vs PRSU peer group) | 1/3 weight; measured 2023–2025 | 1/3 weight; measured 2024–2026 |
2022 PRSUs used three 1‑year financial periods (60% EBITDA/EBITDA margin; 40% adjusted EPS) averaged and multiplied by a 3‑year TSR multiplier (up to ±20%); final payout achieved 191% financial result with TSR multiplier 120% (top percentile), vesting May 5, 2025 .
2024 Grants of Plan-Based Awards (CFO)
| Grant Date | Equity Type | Threshold | Target | Maximum | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 2/15/2024 | PRSUs (shares) | 8,535 | 17,070 | 34,140 | — |
| 2/15/2024 | RSUs (shares) | — | 11,380 | — | — |
| 2/15/2024 | Total Stock Awards | — | — | — | 1,800,032 |
No stock options were granted in 2019–2024; legacy options have 10-year terms and typically vest one-third annually over three years .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficially Owned Common Shares | 180,194 (as of March 31, 2025) |
| Ownership % of Outstanding | <1% (company disclosure) |
| Shares Outstanding (reference) | 404,463,735 (March 31, 2025) |
| Options Exercisable within 60 days | 69,838 (as of March 31, 2025) |
| Stock Ownership Guideline | 3x base salary for CFO |
| Compliance Status | All NEOs have met ownership requirements |
| Hedging/Pledging | Prohibited; directors and Section 16 officers may not hedge, hold in margin accounts, or pledge company securities |
| Pledged Shares | None; “none of the shares are subject to pledge” |
Scheduled Vesting (Unvested Equity as of 12/31/2024)
| Vest Date | Time-Vested RSUs (shares) | PRSUs at Target (shares) |
|---|---|---|
| May 5, 2025 | 18,069 | 27,104 |
| Feb 16, 2026 | 16,299 | 24,448 |
| Feb 15, 2027 | 11,380 | 17,070 |
2024 vesting/realization: CFO had no option exercises; stock vested 193,576 shares with $15,249,491 value realized .
Employment Terms
| Provision | Executive Severance Plan (no CIC) | Change-in-Control Severance Plan (CIC + qualifying termination) |
|---|---|---|
| Cash Severance | 1x base salary + target annual cash incentive for CFO | 2x annual salary + target annual cash incentive for CFO |
| Health Care Continuation | 2 years (CFO) | 2 years (CFO) |
| Retirement Accrual Credit | 2 additional years (CFO) | 2 additional years pension credit and savings plan contributions (CFO) |
| Outplacement | — | 6 months |
| Prorated Annual Incentive at Target | — | Yes (prorated for year of termination) |
| Equity Treatment | No immediate vest on CIC if replacement awards provided; double-trigger immediate vest on termination without cause or good reason within 2 years post-CIC | |
| Excise Tax Gross-up | None |
Illustrative amounts (as of 12/31/2024):
- Executive Severance Plan: Cash Severance $1,360,000; Additional Retirement Accrual $107,132; Health Care $56,468 .
- CIC + qualifying termination: Cash Severance $2,720,000; Additional Retirement Accrual $163,200; Health Care $56,468; Prorated IC $675,000; Immediate vesting value of unvested equity $20,285,555 (valued at $109.37/share; 2022 PRSUs at 191% achievement; 2023–2024 PRSUs at target) .
Clawback: Executive Officer Incentive Compensation Recovery Policy adopted in 2023 (SEC/NYSE compliant); plan-level clawbacks also allow recovery/cancellation in specified misconduct or restatement scenarios .
Performance & Track Record
- 2024 corporate IC paid at the maximum 200% with FCF of $977M and adjusted EBITDA of $1,914M; the Compensation Committee noted outperformance versus external guidance on key financial metrics and continued strong stock performance .
- Howmet’s TSR outperformed the S&P 500 Aerospace & Defense peer group over periods measured in the proxy’s PVP section; 2022 PRSUs earned a 120% TSR multiplier (top percentile) .
Retirement & Deferred Compensation
| Item | Amount/Detail |
|---|---|
| Pension – Years of Credited Service | 13.78 years |
| Pension – Present Value (Qualified + Excess) | $1,034,085 |
| Estimated Annuity if voluntary termination (12/31/2024) | $63,226 annually, starting immediately |
| Nonqualified Deferred Compensation – Registrant Contributions (2024) | $58,800 |
| Nonqualified Deferred Compensation – Aggregate Balance (12/31/2024) | $343,997 |
| Retirement Savings Plan (2024) – ERIC (3%) | $10,350 |
| Retirement Savings Plan (2024) – Company Match | $20,100 |
Compensation Committee & Governance
- Compensation & Benefits Committee members (2025): James F. Albaugh (Chair), David J. Miller, Jody G. Miller .
- Best practices: pay-for-performance design, robust stock ownership guidelines, double-trigger CIC equity vesting, clawback policy, prohibition on hedging/pledging, no dividends on unvested equity, no option repricing, and no cash severance over 2.99x salary+target bonus (shareholder approval policy) .
Investment Implications
- Pay-for-performance alignment: CFO compensation is heavily variable (cash IC at 100% target, outcome driven by FCF and EBITDA; LTI 60% PRSUs/40% RSUs with three-year EBITDA/EPS/TSR metrics), reinforcing shareholder value creation incentives .
- Near-term supply/vesting: Material RSU/PRSU tranches vest on May 5, 2025; Feb 16, 2026; Feb 15, 2027, which can create mechanical selling for tax withholding even if net ownership remains aligned; legacy options are limited and no new options have been granted since 2019 .
- Retention and severance economics: Double-trigger CIC at 2x salary+target bonus with immediate vest on termination and no tax gross-up, and 1x salary+target bonus under regular severance, provide meaningful but not excessive protection—mitigating retention risk without shareholder-unfriendly features .
- Alignment safeguards: Strict stock ownership requirements (CFO 3x salary), clawbacks, and prohibitions on hedging/pledging reduce agency risk and signaling of confidence; all NEOs comply with ownership guidelines and none have pledged shares .