Sharon Barner
Howmet AerospaceAbout Sharon R. Barner
Sharon R. Barner (age 68) is an independent director of Howmet Aerospace (HWM) since 2021 and currently serves as Chair of the Governance and Nominating Committee. She is Vice President and Chief Administrative Officer at Cummins Inc. (expects to retire May 31, 2025) and brings legal, intellectual property, manufacturing, risk oversight, ethics/compliance, human capital, and strategy experience to the Board . The Board has determined she is independent under NYSE standards and the Company’s Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | Vice President, Chief Administrative Officer; prior VP, General Counsel & Corporate Secretary; Interim Chief Human Resources Officer | 2012–present; retirement expected May 31, 2025 | Senior leadership over risk, ethics/compliance, HR, ESG, legal/regulatory, strategy |
| U.S. Patent & Trademark Office | Deputy Under Secretary of Commerce for IP and Deputy Director | 2009–2011 | Leadership of patent and trademark operations |
| Foley & Lardner LLP | Attorney; Executive Management Committee; Chair, IP Department; Chair, Chicago IP practice | 1996–2009 | Led IP practice and firm leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atmus Filtration Technologies Inc. | Director (public company) | 2023–2024 | Prior public company board |
| Walker Innovations Inc. | Director (public company) | 2015–2018 | Prior public company board |
| Eskenazi Health Foundation | Director | Current | Non-profit board |
| Syracuse University | Trustee | Current | Non-profit board |
Board Governance
- Committee assignments and chair roles
- Chair, Governance and Nominating Committee (independent) .
- Committee responsibilities and engagement
- Governance & Nominating Committee held 4 meetings in 2024; oversees director selection criteria, board/committee structure, assignments, governance guidelines, related person transactions review, annual board/committee/director evaluations, and non-employee director compensation recommendations .
- Independence and attendance
- 9 of 10 director nominees are independent; Barner is independent .
- Board met 6 times in 2024; average director attendance 98.8%, all directors ≥75% of their meetings; all directors expected to attend annual meeting (Board attended May 2024 meeting) .
- 2025 shareholder voting signals
- Barner re-elected at the May 28, 2025 annual meeting: For 325,109,640; Against 24,519,583; Abstain 304,101; Broker non-votes 19,922,517 .
- Say-on-pay (advisory) approved: For 330,581,393; Against 18,335,752; Abstain 1,016,179; Broker non-votes 19,922,517 .
Fixed Compensation (Non-Employee Director)
| Year | Cash Fees ($) | Equity (RSUs) Grant-Date Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 129,113 | 160,036 | 289,149 |
- Program structure and 2025 updates
- Annual equity grant increased to $175,000 (from $160,000) effective Jan 1, 2025 .
- Governance & Nominating Committee Chair fee increased to $20,000 (from $15,000) effective Jan 1, 2025; Lead Director fee increased to $45,000 (from $35,000) .
- Meeting fee: $1,200 per meeting for non-regular, >2-hour meetings in excess of five special meetings per year .
- Non-employee director annual compensation limit: $750,000 .
Performance Compensation (Equity and Vesting Details)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Reference Price ($/sh) | Vesting & Settlement |
|---|---|---|---|---|---|
| May 24, 2024 | Deferred RSUs | 1,889 | 160,036 | 84.72 | Vests on earlier of first anniversary or 2025 annual meeting; settlement deferred under Directors Deferred Fee Plan at retirement; accelerated/pro-rata vesting on certain terminations/change-in-control |
- Directors may elect to defer cash fees into fully vested RSUs or other plan options; annual equity awards are deferred RSUs settled in stock upon retirement .
- Prohibitions: No short sales, hedging, margin, or pledging of Company stock by directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Barner . |
| Prior public company boards | Atmus Filtration Technologies Inc. (2023–2024); Walker Innovations Inc. (2015–2018) . |
| Related party transactions | Governance & Nominating Committee determined no material related person transactions in 2024 . |
| Compensation committee interlocks | None reported; no HWM executive serves on another company’s board/comp committee creating an interlock . |
Expertise & Qualifications
- Skills highlighted by the Board include: legal and intellectual property, manufacturing industry knowledge, executive leadership, risk oversight, human capital management, ethics and compliance, regulatory/government contracting, and strategy/business development .
- The Board’s skills matrix emphasizes corporate governance, legal/regulatory, innovation/IP, human capital, risk oversight, and leadership among directors; Barner contributes across these domains .
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned | 0 shares (less than 1%) . |
| Deferred RSUs | 14,821 units . |
| Deferred share units | 0 units . |
| Aggregate holdings value (stock, deferred share units, deferred RSUs) as of Mar 31, 2025 | $1,922,728 . |
| Director ownership guideline | Must hold ≥$750,000 until retirement; 6 years to achieve from appointment . |
| Compliance indicator | Aggregate holdings value exceeds $750,000 guideline as of Mar 31, 2025 (per disclosed values) . |
| Hedging/pledging | Prohibited for directors . |
Governance Assessment
- Strengths and positive signals
- Independent director; chairs Governance & Nominating—core oversight of board composition, committee structure, evaluations, related person transaction reviews, and director compensation policy .
- Strong shareholder alignment: mandatory ownership guideline ($750,000) with disclosed holdings of $1.92 million as of Mar 31, 2025; prohibition on hedging/pledging .
- High engagement environment: Board average attendance 98.8% with all directors ≥75% in 2024; Board and independent directors hold executive sessions each regular meeting .
- Shareholder support: Barner re-elected in 2025 with 325.1 million votes “For”; say-on-pay approved, indicating constructive investor sentiment on pay practices .
- No related person transactions reported for 2024; robust related party review framework; independent compensation consultant retained for executive pay matters .
- Watch items
- Cummins retirement (May 31, 2025) may modestly alter external commitments; continued monitoring of any evolving affiliations remains prudent (no conflicts reported) .
Overall: Barner’s legal/IP and governance expertise, coupled with her role as Governance & Nominating Chair and adherence to stringent ownership and anti-hedging/pledging policies, support board effectiveness and investor alignment; 2025 voting outcomes and absence of related-party issues bolster investor confidence .