Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2023, the Board of Directors (the “Board”) of Alcoa Corporation (the “Company”) appointed Mr. Matthew Reed to serve as
the Company’s Executive Vice President and Chief Operations Officer, effective on January 1, 2024 (the “Effective Date”). Mr. Reed, 51, has served as the Company’s Vice President of Operations, Australia and President, Alcoa of Australia since June
2023. Previously, Mr. Reed was the Operations Executive (Chief Operating Officer) of OZ Minerals Limited, an international mining company based in South Australia (“OZ Minerals”), with responsibility for operating assets and brownfield projects,
from September 2021 through May 2023. Prior to that, Mr. Reed was General Manager, Projects at OZ Minerals from January 2021 through August 2021. Mr. Reed was the Executive Managing Director (Chief Operating Officer) at SIMEC Mining, a mining
company based in South Australia, from September 2017 through December 2020.
In connection with his appointment as the Executive Vice President and Chief Operations Officer, effective as of the Effective Date,
Mr. Reed’s base salary will increase to $665,000, his annual incentive compensation target opportunity will increase to 100% of his base salary, and his long-term equity incentive target opportunity will increase to $1,800,000. In addition,
effective as of the Effective Date, the Company will enter into its standard forms of Corporate Officer Executive Severance Agreement (the “Officer ESA”) and Indemnification Agreement with Mr. Reed. The Officer ESA provides for the payment of
severance benefits in the event of an employment termination without cause, including the greater of (i) any minimum statutory entitlements plus amounts under local Company severance plans and (ii) cash severance equal to one times his annual base
salary plus other benefits as more fully described on pages 58 and 69 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2023 (the “Proxy Statement”). In addition, effective as of the
Effective Date, the Board designated Mr. Reed as a Tier II Employee under the Alcoa Corporation Amended and Restated Change in Control Severance Plan (the “CIC Severance Plan”), which provides that, if Mr. Reed incurs a qualifying termination of
employment without cause or for good reason in connection with a change in control, he will be entitled to the payment of severance benefits, including two times the sum of his annual base salary and target annual incentive compensation, as more
fully described on pages 57 and 67 through 68 of the Proxy Statement. If severance payments or benefits are payable to Mr. Reed under the CIC Severance Plan, no payments would be paid under the Officer ESA.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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ALCOA CORPORATION
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Date: December 21, 2023
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By:
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/s/
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Marissa P. Earnest
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Senior Vice President, Chief Governance Counsel and Secretary
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