Neil Marchuk
Howmet AerospaceAbout Neil Marchuk
Executive Vice President and Chief Human Resources Officer (CHRO) at Howmet Aerospace (HWM) since March 1, 2019, with prior interim operating leadership of Fastening Systems in Nov 2022–Apr 1, 2023 . He regularly participates in shareholder outreach on governance and compensation topics . Company performance under the incentive framework he is measured on has been strong: 2024 TSR was 103%; revenue rose 12% to $7.4B; Adjusted EBITDA excluding special items grew 27% to $1.9B with margin up to 25.8% . PRSU programs use Adjusted EBITDA/EPS and relative TSR, where Howmet’s TSR ranked highest in its PRSU peer group for 2022 (120% TSR multiplier) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Howmet Aerospace | Interim President, Fastening Systems | Nov 2022 – Apr 1, 2023 | Maintained continuity while retaining CHRO duties; received $250,000 recognition award |
| Howmet Aerospace | EVP & Chief Human Resources Officer | Mar 1, 2019 – Present | Senior HR leadership; signatory on Company filings |
External Roles
- No external public company directorships disclosed for Marchuk in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 647,500 | 670,833 | 700,000 |
| Target annual bonus (% of salary) | 100% | 100% | 100% |
| Actual annual bonus/IC paid ($) | 388,500 | 1,341,666 | 1,400,000 |
| One-time bonus ($) | 250,000 (recognition) | — | — |
Notes: Salary increase to $705,000 effective 3/1/2024 (target % unchanged) .
Performance Compensation
Annual Incentive (2024 plan design, targets and results)
| Metric | Weight | Target | Maximum | Actual | Payout Result |
|---|---|---|---|---|---|
| Free Cash Flow | 40% | $680M–$735M | $770M | $977M | Max contribution (200% plan result) |
| Adjusted EBITDA (ex special items) | 40% | $1,550M–$1,650M | $1,740M | $1,914M | Max contribution (200% plan result) |
| Strategic Goals | 20% | Committee-assessed | — | Achieved | Awarded at maximum |
- 2024 Corporate IC plan paid at 200%; Marchuk’s individual multiplier 100% → $1,400,000 payment .
Long-Term Incentive (LTI) – PRSU metrics and achievements
- 2022 PRSUs (3 one-year periods): 60% Adjusted EBITDA/EBITDA margin; 40% Adjusted EPS; with a 3‑year relative TSR multiplier up to ±20%. Final 2022 performance results: 2024 Adjusted EBITDA $1,914M and Adjusted EPS $2.69 both at maximum (200%); TSR ranked highest among peers (120% multiplier); vesting on May 5, 2025 .
- 2023 and 2024 PRSUs (single 3‑year period): equal weights on (1) three‑year increase in Adjusted EBITDA (ex‑items), (2) three‑year aggregate Adjusted EPS (ex‑items), and (3) relative TSR vs PRSU peer group; targets disclosed post‑performance (commercially sensitive) .
2024 Grants of Plan‑Based Awards (Neil E. Marchuk)
| Grant | Grant date | PRSU (Target # sh) | PRSU Threshold/Max (sh) | RSU (# sh) | Grant date fair value ($) |
|---|---|---|---|---|---|
| Annual LTI | 2/15/2024 | 19,915 | 9,958 / 39,830 | 13,277 | 2,100,058 |
| Retention RSU | 10/21/2024 | — | — | 40,000 | 4,252,800 |
No new stock options were granted 2019–2024 (Company-wide) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Neil E. Marchuk | 117,662 | <0.1% (less than 1%) | No shares subject to pledge |
- Shares outstanding: 404,463,735 as of Mar 31, 2025 (record date) .
- Executives are prohibited from hedging and pledging; Section 16 officers may not hold Company stock in margin accounts .
Outstanding and Unearned Equity (12/31/2024)
| Category | Shares | Value ($) |
|---|---|---|
| Stock awards that have not vested (RSUs/earned PRSUs) | 89,240 | 9,760,179 |
| Unearned PRSUs at target | 73,859 | 8,077,959 |
Vesting schedule (key upcoming events)
- 19,199 sh on May 5, 2025; 12,000 sh on Dec 31, 2025 (retention 1st tranche); 16,764 sh on Feb 16, 2026; 28,000 sh on Dec 31, 2026 (retention 2nd tranche); 13,277 sh on Feb 15, 2027 (time‑vested RSUs) .
- Unearned PRSUs (at target) scheduled: 28,798 sh on May 5, 2025; 25,146 sh on Feb 16, 2026; 19,915 sh on Feb 17, 2027 (if earned) .
Stock Ownership Guidelines and Compliance
- Guideline: 3x base salary for Marchuk; all NEOs meet requirements; unvested/unexercised awards do not count; required to retain 50% of net shares until retirement if not yet compliant .
- No short sales, derivatives, hedging, or pledging of Company securities by officers/directors .
Deferred Compensation and Company Contributions
- 2024 ERIC (3%) and Company match included in “All Other Compensation”: ERIC $50,900; match $21,300 .
- 2024 nonqualified deferred compensation: Executive contributions $42,000; Registrant contributions $72,200; Aggregate balance $628,856 at 12/31/2024 .
Employment Terms
Executive Severance Plan (as of 12/31/2024)
- Cash severance: 1x base salary + 1x target annual cash incentive; 2 years continued health benefits; cash payment equal to 2 additional years of retirement accrual .
- Illustrative payout if terminated without cause on 12/31/2024: Cash $1,410,000; Additional retirement accrual $84,600; Health benefits value $39,715 .
Change‑in‑Control (CIC) Severance Plan (double‑trigger)
- Cash: 2x annual salary + 2x target annual bonus; 2 years health benefits; 2 additional years Company savings plan contributions; 6 months outplacement; prorated target bonus for year of termination; no excise tax gross‑up .
- Equity: Replacement awards; accelerated vesting if terminated without cause/for good reason within 2 years post‑CIC; PRSUs convert to time‑vested based on actual or target performance depending on elapsed period .
- Illustrative CIC+termination values (12/31/2024): Cash $2,820,000; Additional retirement accrual $169,200; Health $39,715; Prorated bonus $700,000; Equity vesting value $25,467,286 .
Severance Governance
- Board policy to seek shareholder approval for any executive cash severance exceeding 2.99x salary+target bonus .
Clawback
- SEC/NYSE‑compliant executive officer clawback adopted in 2023; applies to incentive compensation received on/after Oct 2, 2023; Company plans also include “excess compensation” clawbacks and misconduct‑based cancellations .
Multi‑Year Compensation Summary (NEO table values)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 647,500 | 670,833 | 700,000 |
| Stock Awards ($) | 1,700,054 | 1,800,035 | 6,352,858 |
| Non‑Equity Incentive Plan Compensation ($) | 388,500 | 1,341,666 | 1,400,000 |
| All Other Compensation ($) | 76,010 | 72,418 | 103,250 |
| Total ($) | 3,062,064 | 3,884,952 | 8,556,108 |
Performance & Track Record
- Company operating and capital returns that drive pay outcomes improved materially in 2024 (TSR 103%; revenue $7.4B +12% YoY; Operating income margin 22.0% vs 18.1% in 2023; Adjusted EBITDA margin 25.8% vs 22.7%; FCF $977M) .
- PRSU TSR performance has ranked at/near top of peer group across award cycles (e.g., 2022 award: highest rank → 120% multiplier) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 97.8% in 2024; 97.5% in 2023 .
- Marchuk participates in shareholder engagement meetings, discussing governance and compensation topics alongside other executives .
Compensation Structure Analysis
- Pay mix is equity‑heavy (RSUs/PRSUs); options not granted 2019–2024, indicating a shift to full‑value awards (lower risk than options) .
- LTI metrics shifted back to a single 3‑year period for PRSUs beginning 2023 (from prior “3×1‑year” design), tightening pay‑for‑performance alignment with multi‑year execution .
- Annual IC metrics emphasize FCF and Adjusted EBITDA (80% weight), both exceeded maximum in 2024 (plan paid 200%) .
Risk Indicators & Red Flags
- No excise tax gross‑ups under CIC plan; robust clawback and no hedging/pledging policies reduce governance risk .
- High upcoming vest volumes (May 2025, Dec 2025, Feb/Dec 2026, Feb 2027) may create routine Form 4 activity for tax‑withholdings—monitor for incremental discretionary sales around these windows .
Equity Ownership & Alignment (additional details)
- Options: legacy options exercisable within 60 days as of Mar 31, 2025: Marchuk 74,205 (Company disclosure groups exercisable counts for certain officers) .
- Ownership guidelines: 3× salary; all NEOs in compliance; no counting of unvested/unexercised equity for compliance; 50% net retention until retirement if needed .
Employment Terms (additional details)
- Executive Severance (no‑cause): Cash 1× salary+target bonus; health benefits 2 years; 2 years additional retirement accrual .
- CIC (double trigger): Cash 2× salary+target bonus; health benefits 2 years; savings plan contributions for 2 years; prorated target bonus; outplacement; equity treatment per plan; no tax gross‑up .
Investment Implications
- Alignment high: Strong linkage to FCF, EBITDA, EPS, and relative TSR; PRSU structure and top‑quartile TSR outcomes point to positive incentive alignment .
- Retention risk contained: Explicit retention RSUs granted in Oct 2024 (40,000 RSUs vesting Dec 2025/Dec 2026) signal active retention planning; vesting cadence through 2027 reduces near‑term departure risk .
- Trading/supply dynamics: Multiple vest events (May 2025, Dec 2025, 2026, 2027) could create periodic sell‑to‑cover flows; absence of pledging/hedging minimizes forced‑sale risk .
- Governance support strong: Very high say‑on‑pay approvals (97.8%/97.5%) and 2.99× severance cap reduce headline risk and dilution/overpay concerns .