Howmet Aerospace : 2023 Howmet Aerospace Proxy Statement

Notice of 2023

Annual Meeting of

Shareholders and

Proxy Statement

MAY 17, 2023

Howmet Aerospace: Who We Are

OUR VISION We are a company of innovators and makers.

We are transforming the future with high-performance engineered solutions that are paired with advanced manufacturing expertise.

OUR MISSION

WHAT WE DO

Engine	Fastening	Engineered	Forged
Products	Systems	Structures	Wheels

HOW WE OPERATE One Team One Direction One Plan

Value

Drive

Win

Copyright 2023 © Howmet Aerospace. All rights reserved.

Letter to Our Shareholders

DEAR HOWMET AEROSPACE SHAREHOLDERS:

We are pleased to invite you to attend the 2023 Annual Meeting of Shareholders (the "Annual Meeting") of Howmet Aerospace Inc., which will be held virtually on Wednesday, May 17, 2023, at 9:00 a.m. Eastern Time. This year's Annual Meeting will be held in a virtual format through a live webcast.

We believe hosting a virtual Annual Meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of the Annual Meeting.

We are pleased to present you with our 2023 Proxy Statement, which represents our continuing commitment to transparency, good governance and performance-based executive compensation, and reflects the input we have received during dialogue with our investors. We encourage you to read the Proxy Statement carefully and vote your shares in accordance with the instructions included herein.

We also encourage you to review our 2022 Annual Report for more information on the Company's performance. We are proud of our progress and achievements in 2022 and are encouraged by the opportunities 2023 presents. Your vote is very important to us. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted.

Thank you for being a shareholder of Howmet Aerospace. On behalf of the Board of Directors and employees of the company, we appreciate your continued support.

Sincerely,

John C. Plant

Executive Chairman

James F. Albaugh

Independent Lead Director

March 30, 2023

Notice of 2023 Annual Meeting of Shareholders

Meeting Information

Logistics

DATE AND TIME

VIRTUAL MEETING

RECORD DATE

Wednesday, May 17, 2023	www.virtualshareholdermeeting.com/HWM2023 Shareholders of record of Howmet
9:00 a.m. Eastern Time	Aerospace common stock as of the close of
	business on March 21, 2023 are entitled to
	vote at the meeting

Items of Business

		Board
Agenda	Recommendation	See Page
1.	To elect 9 directors to serve a one-year term expiring at the 2024 Annual Meeting of	FOR each	6
Shareholders	nominee
2.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent	FOR	41
registered public accounting firm for 2023
3.	To approve, on an advisory basis, executive compensation	FOR	44
4.	To vote, on an advisory basis, on the frequency of advisory vote on executive	FOR	75
compensation	ONE YEAR
5.	To vote on a shareholder proposal regarding reducing the threshold to call special	AGAINST	76
meetings, if properly presented at the meeting

6. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof

Shareholders will be able to virtually attend the Annual Meeting, vote their shares electronically and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HWM2023 and entering their 16-digit control number. Voting now at www.proxyvote.com will ensure your representation at the Annual Meeting regardless of whether you participate in our live webcast. If you have already voted, there is no need to vote again unless you wish to change your vote.

Voting

Place your vote via	Call toll-free,	Sign, date and return	Attend the virtual
Internet, 24/7, at	24/7, 1 [phone]	your proxy card or voting	meeting and vote online
www.proxyvote.com		instruction form by mail

For further information about how to participate in the meeting via live webcast, and how to submit questions and vote your shares during the live webcast, please see the "Questions and Answers About the Annual Meeting and Voting" and "Additional Details Regarding the Virtual Annual Meeting" sections of the proxy statement.

A complete list of shareholders entitled to vote at the meeting will be available for examination during the meeting at www.virtualshareholdermeeting.com/HWM2023.

On behalf of Howmet Aerospace's Board of Directors,

Lola F. Lin

Executive Vice President, Chief Legal and Compliance Officer

and Secretary

March 30, 2023

Table of Contents

ii PROXY STATEMENT

1 PROXY SUMMARY

1 2023 Annual Meeting of Shareholders

1. Voting Matters and Board Recommendations

1. How to Vote Your Shares
2. 2022 Financial and Operating Highlights
3. Director Nominees
4. Environmental, Social and Governance (ESG) Highlights
5. Executive Compensation Highlights
6. ITEM 1-ELECTION OF DIRECTORS
7. Summary of Director Diversity and Attributes
8. Director Nominees

1. Board Composition and Refreshment

1. Board Diversity

1. Director Tenure Policy
2. Nominating Board Candidates-Procedures and Director Qualifications

1. Minimum Qualification for Director Nominees and Board Member Attributes
2. Process of Evaluation of Director Candidates

1. Shareholder Recommendations for Director Nominees

1. Shareholder Nominations

1. DIRECTOR COMPENSATION

1. Director Fees
2. Directors' Alignment with Shareholders

1. Stock Ownership Guideline for Directors
2. Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging

1. 2022 Director Compensation
2. Director Deferral Program
3. ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

1. CORPORATE GOVERNANCE
2. The Structure and Role of the Board of Directors

1. Board Leadership Structure

1. The Board's Role in Risk Oversight
2. Committees of the Board

1. Board Meetings and Attendance

1. Director Orientation and Continuing Education
2. Board, Committee and Director Evaluations

1. Shareholder Engagement

1. Communications with Directors

1. Director Independence

1. Voting for Directors
2. Related Person Transactions

1. Review, Approval and Ratification of Transactions with Related Persons
2. Transactions with Related Persons in 2022

1. Compensation Committee Interlocks and Insider Participation

1. Compensation Consultants

1. Recovery of Incentive Compensation
2. Code of Conduct and Code of Ethics

1. Our Corporate Governance Documents
2. STOCK OWNERSHIP INFORMATION

1. Stock Ownership of Certain Beneficial Owners
2. Stock Ownership of Directors and Executive Officers
3. Section 16(a) Beneficial Ownership Reporting Compliance
4. ITEM 2-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
5. Report of the Audit Committee
6. Audit and Non-Audit Fees
7. ITEM 3-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

1. Compensation Committee Report
2. EXECUTIVE COMPENSATION

1. Compensation Discussion and Analysis
2. Summary of Key 2022 Inputs and Decisions

1. Compensation Philosophy and Design

1. 2022 Annual Cash Incentive Compensation Plan Design, Targets and Results
2. 2022 Long-Term Incentives

1. 2022 Individual Compensation Arrangements and Performance-Based Pay Decisions

1. Compensation Tables

1. 2022 Summary Compensation Table
2. 2022 Grants of Plan-Based Awards
3. 2022 Outstanding Equity Awards at Fiscal Year-End
4. 2022 Option Exercises and Stock Vested

1. 2022 Pension Benefits
2. 2022 Nonqualified Deferred Compensation
3. Potential Payments Upon Termination or Change in Control

1. 2022 CEO Pay Ratio
2. Pay versus Performance ("PvP")

1. ITEM 4-ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION
2. ITEM 5-SHAREHOLDER PROPOSAL

80 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

86 Additional Details regarding the Virtual Annual Meeting

A-1 ATTACHMENTS

A-1 Attachment A-Pre-Approval Policies and

Procedures for Audit and Non-Audit Services

B-1 Attachment B-Howmet Aerospace Inc. Peer Group

Companies

C-1 Attachment C-Calculation of Financial Measures

HOWMET AEROSPACE 2023 PROXY STATEMENT | i