Alcoa : Proxy Statement 2021

Notice of 2021 Annual Meeting of Stockholders

and Proxy Statement

March 19, 2021

Dear Alcoa Stockholders:

We are pleased to invite you to attend and participate in the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Alcoa Corporation ("Alcoa," or the "Company") to be held virtually via live webcast on Thursday, May 6, 2021, at 10:00 a.m., Eastern Daylight Time (EDT). You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AA2021.

We have decided to hold the Annual Meeting virtually again this year due to the uncertainty relating to the ongoing coronavirus (COVID-19) pandemic and because hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of the Annual Meeting.

At the Annual Meeting, stockholders will vote on the matters set forth in the 2021 Proxy Statement (the "Proxy Statement") and the accompanying notice of the Annual Meeting. The Proxy Statement describes our governance structure, which features numerous governance best practices, and our executive compensation program, which "pays for performance." We believe that both our governance structure and compensation program reinforce our alignment with stockholder interests. Highlights of the detailed information included in this Proxy Statement can be found in the "Proxy Statement Summary" starting on page 4.

Alcoa's strategic priorities to Reduce Complexity in all aspects of our business, to Drive Returns, and to Advance Sustainably form the basis of our commitment to our stockholders to work towards continuous improvement of Company performance with accountability and transparency, through all market cycles. These strategic priorities are guided by our three corporate values-Actwith Integrity, Operate with Excellence, Care for People-and together, provide a strong foundation for our actions.

2020 was a year of unique challenges, and also was a year of transition and marks another step in our transformation. Throughout the year, despite the pandemic, we kept our workers safe and our operations running, and even set production records. In addition, in 2020, we continued to execute on our strategy by taking several actions to further strengthen the Company. We realized a full year of savings from the implementation of our new operating model that was announced in 2019, which resulted in a leaner, more integrated, operator-centric organization. We also executed on our announced multi- year strategic review of the production capacities in our global operations, along with non-core asset sales, all with the intention of driving lower costs and achieving sustainable profitability.

We would like to thank each of Mr. Michael G. Morris, Ms. Kathryn S. Fuller, and Mr. Timothy P. Flynn, who will not stand for re-election at the Annual Meeting, for their service and contributions to Alcoa since our launch as a public company in November 2016. The Company has benefited greatly from their counsel and guidance, and we express our sincere appreciation for their dedication, contributions, and leadership during their years with us.

Your vote is important to us. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting on May 6, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled "How to Cast Your Vote" in the Proxy Statement Summary.

Thank you for being a stockholder of Alcoa.

Sincerely,

Steven W. Williams

Roy C. Harvey

Non-Executive Chairman

President, Chief Executive Officer and Director

Table of Contents
Notice of 2021 Annual Meeting of
Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proxy Statement Summary . . . . . . . . . . . . . . . . . . . .	4

Item 1 Election of Directors . . . . . . . . . . . . . . . . . . . . 19 Majority Voting for Directors . . . . . . . . . . . . . . . . . . . 19 Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Director Qualifications, Skills, and Attributes . . . . . . 19

Nominating Board Candidates-Procedures

and Director Qualifications . . . . . . . . . . . . . . . . . . 28

Stockholder Recommendations for Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Advance Notice Director Nominations . . . . . . . 28 Proxy Access Director Nominations . . . . . . . . . 28

Minimum Qualifications for Director Nominees and Board Member Attributes . . . . . . . . . . . . 29

Process for Identification and Evaluation of Director Candidates . . . . . . . . . . . . . . . . . . . . 30

Non-Employee Director Compensation Program . . 30 2020 Director Compensation . . . . . . . . . . . . . . . 31

Stock Ownership Guideline for Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging . . . . . . . . . . . 32

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . 33

Corporate Governance Highlights . . . . . . . . . . . 33

Corporate Governance Guidelines . . . . . . . . . . 33

Code of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . 33

Board Information . . . . . . . . . . . . . . . . . . . . . . . . 33

Director Independence . . . . . . . . . . . . . . . . 33

Board Leadership Structure . . . . . . . . . . . . 34

Board Meetings and Attendance . . . . . . . . 34

Board and Committee Annual Self- Evaluation Process . . . . . . . . . . . . . . . . . 35

Committees of the Board . . . . . . . . . . . . . . 36 The Board's Role in Risk Oversight . . . . . . 38 Communications with Directors . . . . . . . . . 38 Related Person Transactions . . . . . . . . . . . . . . 39

Review, Approval, and Ratification of Transactions with Related Persons . . . . 39

Transactions with Related Persons in

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Compensation Matters . . . . . . . . . . . . . . . . . . . . 40

Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . 40

Compensation Consultant . . . . . . . . . . . . . 40

Recovery of Incentive Compensation . . . . 40

Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Stock Ownership of Certain Beneficial

Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Stock Ownership of Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Item 2 Ratification of the Appointment of

Independent Auditor . . . . . . . . . . . . . . . . . . . . . . . . 44

Report of the Audit Committee . . . . . . . . . . . . . . . . . 45 Audit Committee Pre-Approval Policy . . . . . . . . . . . 46 Auditor Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Item 3 Approval, on an Advisory Basis, of the Company's 2020 Named Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . 48

Compensation Discussion and Analysis . . . . . . . . . 48

Compensation Committee Report . . . . . . . . . . . . . . 62

Summary Compensation Table . . . . . . . . . . . . . . . . 63

2020 Grants of Plan-Based Awards . . . . . . . . . . . . . 65

2020 Outstanding Equity Awards at Fiscal

Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

2020 Option Exercises and Stock Vested . . . . . . . . 68

2020 Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . 68

2020 Nonqualified Deferred Compensation . . . . . . . 70

Potential Payments Upon Termination or Change

in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Equity Compensation Plan Information . . . . . . . . . . . . 79

Item 4 Stockholder Proposal to Amend Stockholder Ability to Act by Written Consent,

if Properly Presented . . . . . . . . . . . . . . . . . . . . . . . . 80

Questions and Answers About the Annual

Meeting and Voting . . . . . . . . . . . . . . . . . . . . . . . . . 84

Attachment A-Additional Information Regarding

Financial Measures . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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Notice of 2021 Annual Meeting of Stockholders

Thursday, May 6, 2021	www.virtualshareholdermeeting.com/AA2021
10:00 a.m. Eastern Daylight Time

The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Alcoa Corporation ("Alcoa" or the "Company") will be held virtually via live webcast at the date and time set forth above. Stockholders of record of Alcoa common stock at the close of business on March 11, 2021 are entitled to vote at the Annual Meeting.

The agenda items for the Annual Meeting are:

1. election of 10 director nominees to serve for one-year terms expiring in 2022;
2. ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for 2021;
3. approval, on an advisory basis, of the Company's 2020 named executive officer compensation;
4. stockholder proposal to amend stockholder ability to act by written consent, if properly presented; and
5. transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March 11, 2021 as the record date for determination of stockholders entitled to notice of, and to attend, participate in, and vote at, the Annual Meeting and any adjournments or postponements thereof. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction card. You may also ask questions, vote online, and examine our stockholder list during the meeting by following the instructions provided at www.virtualshareholdermeeting.com/AA2021during the Annual Meeting. Please see pages 5-6 of the accompanying Proxy Statement for details regarding the virtual Annual Meeting.

Your vote is important to us. Even if you plan to attend and participate in the Annual Meeting, please promptly vote your shares in advance of the Annual Meeting on May 6. Instructions on how to vote are found in the section entitled "How to Cast Your Vote" in the accompanying Proxy Statement.

For information about Alcoa, please visit our website at www.alcoa.com.

On behalf of Alcoa's Board of Directors,

Marissa P. Earnest

Senior Vice President, Chief Governance Counsel and Secretary

March 19, 2021

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201 Isabella Street, Suite 500

Pittsburgh, Pennsylvania 15212

Proxy Statement

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 6, 2021

The Company's Notice of 2021 Annual Meeting of Stockholders, Proxy Statement and

2020 Annual Report on Form 10-K are available online at www.proxyvote.com

The Board of Directors (the "Board") of Alcoa Corporation ("Alcoa" or the "Company") is providing this Proxy Statement in connection with Alcoa's 2021 Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually via live webcast at www.virtualshareholdermeeting.com/AA2021on Thursday, May 6, 2021, at 10:00 a.m. Eastern Daylight Time ("EDT"), and any adjournment or postponement thereof.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the "Notice") are first being made available, released, or mailed to stockholders on March 19, 2021. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), the Company may furnish proxy materials by providing internet access to those documents, instead of mailing a printed copy of the Company's proxy materials to each stockholder of record. The Notice contains instructions on how to access our proxy materials and vote online, or alternatively, request a paper copy of the proxy materials and a proxy card or voting instruction card.

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