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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On October 10, 2022, the Board of
Directors (the “Board”) of Arconic Corporation (the “Company”) appointed Ellis A. Jones as a member of the Board, effective as of October 10, 2022, with a term expiring at the Company’s 2023 annual meeting of shareholders. The Board has determined that Mr. Jones qualifies as an independent director under the listing standards of the New York Stock Exchange. Mr. Jones was also appointed to the Governance and Nominating Committee of the Board, effective October10, 2022. In connection with Mr. Jones’ appointment,
the size of the Board was increased to 11 members.
Ellis
A. Jones, 56, has
served as Vice President and Chief Sustainability Officer of The Goodyear Tire & Rubber Company, a global manufacturer of tires, since October 2021, and currently chairs the Sustainability Council and the EHS Council at Goodyear. He previously
served as Vice President of Environmental, Health, Safety and Sustainability and Business Continuity from December 2019 – September 2021, and Senior Director of Global Environmental, Health, Safety and Sustainability and Business Continuity from
2017 – December 2019. Mr. Jones’ career at Goodyear spans more than 33 years, and since 2003, he has held various leadership positions, including Manufacturing Director, Race Tire Division and Finance Director, Manufacturing, Purchasing and Supply
Chain, North American Tire Division. Mr. Jones also previously served as the finance director of office property and casualty insurance at Nationwide Mutual Insurance Company. He began his career in various finance roles with Goodyear. Mr. Jones brings to the Board broad cross-functional experience in the global manufacturing sector. His deep knowledge of environmental sustainability,
health and safety matters enables him to provide valuable contributions to the Board’s consideration of environmental, social and governance matters and strategic initiatives.
Mr. Jones will be compensated for his service as a non-employee director consistent with the compensation provided to
other non-employee directors under the Amended and Restated Non-Employee Director Compensation Policy (the “Policy”). Accordingly, in connection with his
appointment, Mr. Jones will receive a prorated annual equity award for the period of service from October 10, 2022 through the day of the Company’s 2023 annual meeting of shareholders, and a prorated annual cash retainer for the period of service
from October 10, 2022 through December 31, 2022, in each case subject to his continued service on the Board.
Mr. Jones does not have any family relationships with any current director or executive officer of the Company, and
there are no transactions or proposed transactions to which the Company is a party, or intends to be a party, in which Mr. Jones has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no
arrangements or understandings with any other person pursuant to which Mr. Jones was appointed as a director.