ALCOA CORPORATION (NYSE:AA) Files An 8-K Regulation FD Disclosure
Item7.01.
| Regulation FD Disclosure. |
On February20, 2017, the Compensation and Benefits Committee (the
Committee) of the Board of Directors of Alcoa Corporation (the
Company) considered and approved the following executive
compensation arrangements for the Companys Chief Executive
Officer, Chief Financial Officer and the other named executive
officers noted below (collectively, the NEOs) which should be
reviewed in conjunction with the compensation information
disclosed in the Companys Registration Statement on Form S-1
originally filed on January18, 2017 and amended on February8,
2017.
Base Salary Increase
The Committee approved an increase to the base salary of the
Companys Chief Financial Officer from $550,000 to $605,000,
effective March1, 2017. Base salary amounts for the Companys
other NEOs remain unchanged. Base salaries are used to calculate
the incentive award opportunities described below.
Approval of 2017 Annual Incentive Compensation
Awards
The Committee approved the performance measures and targets for
the Companys 2017 annual incentive compensation (IC) awards,
under which officers and employees of the Company, including the
NEOs, are provided the opportunity to earn cash awards to the
extent that annual performance goals are met. The 2017 IC awards
are based on (i)financial targets (80% of total) and
(ii)non-financial targets (20% of total), as follows
(collectively, the 2017 IC Performance Metrics).
|
Measures |
Metric |
Weight |
||
|
FinancialMeasures |
AdjustedEBITDA(1) | 40% | ||
| Free cash flow(1) | 40% | |||
|
Non-FinancialMeasures |
Safety(2) | 5% | ||
| Environmental(3) | 5% | |||
| Diversity(4) | 10% | |||
|
Total |
50% |
| (1) |
EBITDA and free cash flow will be adjusted for various items approved by the Committee, including for London Metal Exchange (LME) pricing, the alumina pricing index, 50% of regional premiums and foreign currency exchange rate fluctuations (the Adjustments). |
| (2) |
The Safety metric focuses on eliminating fatalities and reducing the number of serious injuries. |
| (3) |
The Environmental metric relates to the reduction of carbon dioxide emissions. |
| (4) |
The Diversity metric measures the number of women employees globally. |
After reviewing prior year performance and consideration of the
Companys business plan, the Committee considered the targets for
the 2017 IC Performance Metrics, which are confidential, to be
challenging but attainable.
2
The following are target award values for each NEO, expressed as
a percentage of base salary (with a payout range of 0200% of
target, based on the results of the 2017 IC Performance Metrics
relative to target):
|
Named Executive Officer |
TargetAnnualICOpportunity(1) (% of Base Salary Earnings) |
|
|
Roy C. Harvey, |
140% | |
|
Chief Executive Officer |
||
|
William F. Oplinger, |
50% | |
|
Executive Vice President and Chief Financial Officer |
||
|
Tomas M. Sigursson, |
50% | |
|
Executive Vice President and Chief Operating Officer |
||
|
Leigh Ann C. Fisher, |
75% | |
|
Executive Vice President and Chief Administrative Officer |
||
|
Jeffrey D. Heeter, |
75% | |
|
Executive Vice President, General Counsel and Secretary |
| (1) |
The Committee also may apply an individual performance modifier (0% to 150%) to an NEOs award, which has the effect of reducing or increasing the payout subject to limits set forth in the plan and 2017 IC award terms. |
The 2017 IC awards contain the same termination, death,
disability, retirement, and change in control provisions as
previous awards granted to the NEOs.
Approval of 2017 Long-Term Incentive
Awards
The Committee previously approved the long-term incentive (LTI)
mix of awards to be granted to the NEOs in 2017 under the
Companys 2016 Stock Incentive Plan, as follows: 60% performance
restricted share units (PRSUs), 20% restricted share units
(RSUs), and 20% stock options (collectively, the 2017 LTI
Awards). RSUs generally vest on the third anniversary of the
grant date, and stock options generally vest ratably over a
three-year period.
On February20, 2017, the Committee approved the performance
measures and targets applicable to the NEOs 2017 PRSU awards. The
2017 PRSU awards have a performance period of January1, 2017
through December31, 2019 (the LTI Performance Period). If and to
the extent determined by the Committee to be earned, the 2017
PRSUs will be paid out in shares of the Companys common stock on
a one-unit to one-share basis. The amount of the 2017 PRSUs
earned, if any, will be based on the Companys performance against
goals relating to the following metrics (the 2017 LTI Performance
Metrics), with payout ranging from 0 to 200% of each NEOs 2017
PRSU award (at target).
|
Metric |
Weight | |
|
ROC Improvement(1) |
50% | |
|
Relative TSR(2) |
50% | |
|
Total |
50% |
| (1) |
ROC means return on capital improvement measured against the 2016 result (that was normalized for LME pricing, the alumina pricing index, 50% of regional premiums and foreign currency exchange rate fluctuations), with the Committee reserving the discretion to normalize achievement by applying Adjustments. |
| (2) |
Relative TSR means total shareholder return relative to SP 500 Index performance over the LTI Performance Period. |
After reviewing prior year performance and consideration of the
Companys business plan, the Committee considered the targets for
the 2017 LTI Performance Metrics, which are confidential, to be
challenging but attainable.
3
The Companys NEOs were granted the following 2017 LTI Awards:
|
Executive Officer |
StockOptions (# of shares) | RSUs (#ofshares) | PRSUs (#ofsharesattarget) | |||||||||
|
Roy C. Harvey |
88,360 | 29,200 | 87,580 | |||||||||
|
William F. Oplinger |
32,130 | 10,620 | 31,850 | |||||||||
|
Tomas M. Sigursson |
17,680 | 5,840 | 17,520 | |||||||||
|
Leigh Ann C. Fisher |
11,050 | 3,650 | 10,950 | |||||||||
|
Jeffrey D. Heeter |
12,050 | 3,990 | 11,950 |
The 2017 LTI Awards contain the same termination, death,
disability, retirement, and change in control provisions as
previous awards granted to the NEOs.
4
About ALCOA CORPORATION (NYSE:AA)
Alcoa Corporation, formerly Alcoa Upstream Corporation, is engaged in the production of bauxite, alumina and aluminum of various cast and rolled products. The Company is engaged in the production and management of aluminum and alumina combined through its participation in various aspects of the industry, such as technology, mining, refining, smelting, and recycling. The Company’s segments include Bauxite, Alumina, Aluminum, Cast Products, Energy and Rolled Products. The Company’s Bauxite segment represents its global portfolio of bauxite mining assets. The Company’s Alumina segment represents its refining system across the world, and processes bauxite into alumina and sells it directly to internal and external smelter customers across the world. The Company’s Aluminum segment represents its smelter system across the world. Its Energy segment represents its portfolio of energy assets, with power production capacity of approximately 1,685 megawatts. ALCOA CORPORATION (NYSE:AA) Recent Trading Information
ALCOA CORPORATION (NYSE:AA) closed its last trading session up +0.16 at 34.48 with 7,139,960 shares trading hands.
