Ulrich Schmidt
Howmet AerospaceAbout Ulrich R. Schmidt
Ulrich R. Schmidt, age 75, has served as an independent director of Howmet Aerospace (HWM) since 2016. A seasoned aerospace CFO, he previously held executive finance roles at Spirit AeroSystems (EVP & CFO, 2005–2009) and Goodrich Corporation (EVP & CFO, 2000–2005; VP Finance & Business Development, 1994–2000), and qualifies as an Audit Committee Financial Expert. He also served on the board of Precision Castparts Corporation from 2007–2016.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. | Executive Vice President & Chief Financial Officer | 2005–2009 | Led finance for global aerostructures; capital markets and risk oversight |
| Goodrich Corporation | Executive Vice President & Chief Financial Officer | 2000–2005 | Accounting, financial oversight, M&A, capital markets |
| Goodrich Aerospace | Vice President, Finance & Business Development | 1994–2000 | Strategic planning, business development |
| Invensys Limited | Senior roles | Not disclosed | Senior finance/operational roles |
| Everest & Jennings International Limited | Senior roles | Not disclosed | Senior finance/operational roles |
| Argo-Tech Corporation | Senior roles | Not disclosed | Senior finance/operational roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precision Castparts Corporation | Director | 2007–2016 | Prior public company directorship |
| Other current public company boards | None disclosed | — | No current public boards listed for Schmidt in HWM’s matrix |
Board Governance
- Committee assignments (2025): Audit Committee Chair; Finance Committee member. Each Finance Committee member is independent; Finance met 5 times in 2024.
- Committee assignments (2024): Audit Committee Chair; Finance Committee Chair; Finance met 5 times in 2023.
- Board meeting attendance: Board met 6 times in 2024; average attendance 98.8%, and each incumbent director attended ≥75% of Board/committee meetings; all directors attended the May 2024 annual meeting. In 2023, average attendance 98.5%, and each incumbent attended ≥75%; all attended May 2023 meeting except a new appointee.
- Independence: Independent director since 2016; qualifies as Audit Committee Financial Expert.
| Year | Audit Committee | Finance Committee | Notes |
|---|---|---|---|
| 2024 | Chair | Chair | Finance members independent |
| 2025 | Chair | Member; Chair is Joseph S. Cantie | Finance members independent |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| 2023 | $145,000 | $160,013 (RSUs) | $305,013 |
| 2024 | $145,000 | $160,036 (RSUs) | $305,036 |
| Component | 2024 Program | 2025 Change (effective Jan 1, 2025) |
|---|---|---|
| Annual equity grant (deferred RSUs) | $160,000 | Increased to $175,000 |
| Lead Director fee | $35,000 | Increased to $45,000 |
| Governance & Nominating Chair fee | $15,000 | Increased to $20,000 |
| Audit Committee Chair fee | $25,000 | No change disclosed |
| Other Committee Chair fee | $15,000 | No change disclosed |
| Meeting fee (>5 special meetings, >2 hr) | $1,200 per meeting | No change disclosed |
| Annual compensation limit | $750,000 | No change disclosed |
| Stock ownership requirement | $750,000; timeline 6 years | No change disclosed |
Policy notes: Directors may receive only one additional annual chair retainer even if holding multiple chair positions; no option awards or non‑equity incentive plan for directors; no above‑market earnings on deferred fees.
Performance Compensation
| Grant Date | Type | RSUs (shares) | Grant-Date Fair Value | Vesting | Unvested at 12/31/2024 |
|---|---|---|---|---|---|
| May 19, 2023 | Deferred RSUs | 3,559 | $160,013 | Vests on earlier of 1-year or 2024 annual meeting; accelerated on death/change-in-control; pro‑rata on other termination | Not listed (award expected to vest by 2024 annual meeting; remains deferred per plan) |
| May 24, 2024 | Deferred RSUs | 1,889 | $160,036 | Vests on earlier of 1-year or 2025 annual meeting; same accelerated/pro‑rata terms | 1,889 |
Program features: Directors can elect to defer cash fees into fully‑vested RSUs or plan investment options; annual RSU awards are deferred by plan terms; settlement upon retirement, lump sum or installments per election.
No performance‑based metrics (PSUs) or options for directors are disclosed.
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| Precision Castparts Corporation | Director | 2007–2016 | Prior public company board; no current public boards listed for Schmidt at HWM |
Interlocks/conflicts: Governance & Nominating Committee reviews related person transactions; no Schmidt‑specific related party transactions disclosed in the proxies.
Expertise & Qualifications
- Audit Committee Financial Expert; deep aerospace finance, accounting, capital markets, M&A, ERM, and strategic planning experience.
- Global executive background across aerospace (Spirit AeroSystems, Goodrich) and diversified industrials.
Equity Ownership
| As of Date | Value of Holdings (stock, deferred share units, deferred RSUs) | Stock Ownership Guideline | Compliance Status |
|---|---|---|---|
| March 25, 2024 | $3,984,479 | Directors must hold at least $750,000; timeline 6 years | Exceeds guideline |
| March 31, 2025 | $7,920,535 | Directors must hold at least $750,000; timeline 6 years | Exceeds guideline |
Additional alignment features:
- Prohibitions: Directors may not pledge, hold in margin accounts, hedge, or short Company stock.
- Unvested RSUs outstanding at 12/31/2024: 1,889 for Schmidt.
- RSUs and deferred share units accrue dividend equivalents and track stock performance; settlement occurs at retirement under the Directors Deferred Fee Plan.
Governance Assessment
- Independence and oversight: Long‑tenured independent director (since 2016) with Audit Chair role and Audit Committee Financial Expert designation—strong for financial oversight and investor confidence.
- Committee effectiveness: Chaired both Audit and Finance in 2024; transitioned to Audit Chair and Finance member in 2025 alongside independent Finance Committee composition—healthy refresh without loss of domain expertise.
- Attendance and engagement: Board averaged ~99% attendance; all directors met ≥75% threshold and attended the 2024 annual meeting—no attendance red flags.
- Ownership alignment: Substantial holdings ($7.9M as of 3/31/2025) far above the $750k guideline; prohibitions on hedging/pledging further strengthen alignment.
- Compensation structure: Balanced cash retainer plus annual deferred RSUs; no options or non‑equity incentives; 2025 equity retainer increase to $175k aligns with market benchmarking via CAP LLC review—no pay anomalies disclosed.
- Conflicts/related party: No related‑party transactions disclosed for Schmidt; Governance & Nominating Committee oversees related‑person transaction review.
RED FLAGS: None disclosed specific to Schmidt. Anti‑hedging/pledging policy and strong attendance mitigate typical governance risks.