Howmet Aerospace Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 20, 2025, after 21 years of service to Howmet Aerospace Inc. (“Howmet” or the “Company”) and in turning 60, Ken Giacobbe, Executive Vice President and Chief Financial Officer, has decided to retire on December 31, 2025. Mr. Giacobbe has been a valued contributor to Howmet’s success. He has been a trusted partner to John Plant, Executive Chairman and Chief Executive Officer, and an invaluable resource to the Company’s Board of Directors and the businesses within Howmet. From December 1 to December 31, 2025, Mr. Giacobbe will serve as special advisor to Mr. Plant. The Company wishes Mr. Giacobbe well in his retirement.
Effective December 1, 2025, Patrick Winterlich will join Howmet as Executive Vice President and Chief Financial Officer. Mr. Winterlich most recently was Executive Vice President and Chief Financial Officer at Hexcel Corporation (“Hexcel”). He joined Hexcel in 1998 and has held roles of increasing responsibility in Finance, Operations, and Information Technology, prior to assuming his current role as Executive Vice President and Chief Financial Officer at Hexcel in 2017. Mr. Winterlich will be based in Howmet’s Global Headquarters in Pittsburgh, Pennsylvania.
Mr. Winterlich’s compensation will include: annual base salary of $700,000; annual opportunity for variable cash incentive compensation of 100% of base salary if targets are met, with an opportunity for a higher payout for exceptional individual and Company performance; and an annual equity award with a target of $2,000,000, consisting of time-vested and performance-based awards (with an opportunity for a higher payout of the performance-based award for exceptional Company performance) and subject to the provisions of the Company’s stock incentive plan at the time of grant. If Mr. Winterlich is involuntarily terminated without cause within five years of his date of hire, any outstanding unvested annual equity awards will not be forfeited but will continue to vest on the original vesting schedule. Mr. Winterlich will also receive a sign-on cash bonus of $800,000 and relocation assistance, as well as other benefits provided to executive officers of the Company as described in the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 16, 2025, including participation in the Company’s Executive Severance Plan and Change in Control Severance Plan. The Company will enter into an indemnification agreement with Mr. Winterlich, which the Company has entered into with each of its officers to supplement the indemnification coverage provided by the Company’s Certificate of Incorporation and Bylaws and the Delaware General Corporation Law (see the Form of Indemnification Agreement between the Company and individual directors or officers, incorporated by reference to exhibit 10.1 to the Form 8-K filed by the Company with the SEC on January 25, 2018). Mr. Winterlich has also entered into a confidentiality, non-competition and non-solicitation agreement, which includes a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of one year following termination of employment for any reason. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement with Mr. Winterlich filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Letter Agreement, by and between Howmet Aerospace Inc. and Patrick Winterlich, dated October 20, 2025. |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
Confidential
SIGNATURE
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.
| HOWMET AEROSPACE INC. | ||
| Dated: October 22, 2025 | By: | /s/ Neil E. Marchuk |
| Name: | Neil E. Marchuk | |
| Title: | Executive Vice President and Chief Administrative Officer | |