tv483998-def14a - none - 8.5335308s
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant   ☒
Filed by a party other than the Registrant   ☐

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
ARCONIC INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount previously paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing party:
(4)
Date Filed:

TABLE OF CONTENTS
[MISSING IMAGE: tv483998_cover.jpg]

TABLE OF CONTENTS
Letter to our Shareholders
[MISSING IMAGE: lg_arconic.jpg]
March 28, 2018
Dear Arconic Shareholders:
You are cordially invited to attend the 2018 Annual Meeting of Shareholders of Arconic Inc. to be held on Wednesday, May 16, 2018, at 9:00 a.m. Eastern Time, at Lotte New York Palace Hotel, 455 Madison Avenue, New York, NY 10022.
We are pleased to present you with our 2018 Proxy Statement, which represents our continual commitment to transparency, good governance and performance-based executive compensation, and reflects the input we have received during dialogue with our investors. At the 2018 Annual Meeting, shareholders will vote on the matters set forth in the 2018 Proxy Statement and the accompanying notice of the annual meeting. Highlights of the detailed information included in the proxy statement can be found in the “Proxy Summary” starting on page 1.
Your vote is very important. Whether or not you will attend the meeting, we hope that your shares are represented and voted. In advance of the meeting on Wednesday, May 16, 2018, please cast your vote through the Internet, by telephone or by mail. Instructions on how to vote are found in the section entitled “Proxy Summary—How to Cast Your Vote” on page 1.
Thank you for being a shareholder of Arconic. We look forward to seeing you at the meeting.
Sincerely,
[MISSING IMAGE: ph_john-plant.jpg]
[MISSING IMAGE: ph_chipblankenship-boxed.jpg]
[MISSING IMAGE: sg_john-plant.jpg]
John C. Plant
Chairman of the Board
[MISSING IMAGE: sg_chip-blankenship.jpg]
Charles “Chip” Blankenship
Chief Executive Officer
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
[MISSING IMAGE: lg_arconic.jpg]
Notice of 2018 Annual Meeting of Shareholders
Wednesday, May 16, 2018
9:00 a.m. Eastern Time
Lotte New York Palace Hotel
455 Madison Avenue
New York, NY 10022
The Annual Meeting of Shareholders of Arconic Inc. (“Arconic” or the “Company”) will be held on Wednesday, May 16, 2018, at 9:00 a.m. Eastern Time, at the Lotte New York Palace Hotel, New York, NY. Shareholders of record of Arconic common stock at the close of business on March 21, 2018 are entitled to vote at the meeting.
The purposes of the meeting are:
1.
to elect 13 directors to serve one-year terms expiring at the 2019 Annual Meeting of Shareholders;
2.
to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018;
3.
to approve, on an advisory basis, executive compensation;
4.
to approve the 2013 Arconic Stock Incentive Plan, as amended and restated;
5.
to vote on a shareholder proposal, if properly presented at the meeting; and
6.
to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
You will need an admission ticket if you plan to attend the meeting. Only shareholders and authorized guests of the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in street-name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement. Street-name holders planning on voting in person at the annual meeting must provide a “legal proxy” from their bank or broker. Please see the “Questions and Answers About the Meeting and Voting” section of the proxy statement for instructions on how to obtain an admission ticket.
We will provide a live webcast of the meeting from our website at http://www.arconic.com under “Investors—Annual Meeting.”
On behalf of Arconic’s Board of Directors,
[MISSING IMAGE: sg_katherine-ramundo.jpg]
Katherine Hargrove Ramundo
Executive Vice President, Chief Legal Officer and Secretary
March 28, 2018
i
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
[MISSING IMAGE: lg_arconic.jpg]
Proxy Statement
   
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2018
The Notice of 2018 Annual Meeting of Shareholders and Proxy Statement and 2017 Annual Report are available at www.ReadMaterial.com/ARNC.
The Board of Directors of Arconic Inc. (“Arconic” or the “Company”) is providing this proxy statement in connection with Arconic’s 2018 Annual Meeting of Shareholders to be held on Wednesday, May 16, 2018 at 9:00 a.m. Eastern Time, at the Lotte New York Palace Hotel, 455 Madison Avenue, New York, NY 10022, and at any adjournment or postponement thereof.
Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released to shareholders on or about March 29, 2018. In accordance with the rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of the Company’s proxy materials to each shareholder of record, the Company may furnish proxy materials by providing access to those documents on the Internet. The Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials.
ii
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
Table of Contents
 Letter to our Shareholders
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
 Attachments  84
 84
Arconic Inc. Peer Group Companies for Market Information for 2017 Executive Compensation Decisions (non-CEO positions)  86
 87
94
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Proxy Summary
We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and Arconic’s 2017 Annual Report before you vote.
2018 ANNUAL MEETING OF SHAREHOLDERS
Time and Date:
9:00 a.m., Eastern Time, May 16, 2018
Place:
Lotte New York Palace Hotel, 455 Madison Avenue, New York, NY 10022
Record Date:
March 21, 2018
Webcast:
A live webcast of the meeting will be available from our website at http://www.arconic.com under “Investors—Annual Meeting.”
Voting:
Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote on all matters to be voted on. As of March 21, 2018, the record date for the annual meeting, there were 482,807,490 shares of common stock outstanding and expected to be entitled to vote at the 2018 Annual Meeting. There are no other securities of the Company outstanding and entitled to vote at the 2018 Annual Meeting.
Admission:
An admission ticket is required to enter Arconic’s annual meeting. See Question 3 in the “Questions and Answers About the Meeting and Voting” section regarding how to obtain a ticket. Only shareholders and authorized guests of the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in street-name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement.
How to Cast Your Vote
YOUR VOTE IS IMPORTANT! Please cast your vote and play a part in the future of Arconic.
Shareholders of Record, who hold shares registered in their names, can vote by:
[MISSING IMAGE: icon_internet1.jpg]
[MISSING IMAGE: icon_phone1.jpg]
[MISSING IMAGE: icon_mail1.jpg]
Internet at
www.cesvote.com
calling 1-888-693-8683
toll-free from the
U.S. or Canada
mail
return the signed
proxy card
Beneficial Owners of Shares, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, as provided by the bank, broker or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.
If you are a shareholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote in person at the annual meeting. Even if you plan to attend our annual meeting in person, please cast your vote by submitting a proxy as soon as possible.
Deadline for voting online or by telephone is 6:00 a.m. Eastern Time, on May 16, 2018. If you vote by mail, your proxy card must be received before the annual meeting. If you hold shares in an Arconic savings plan, your voting instructions must be received by 6:00 a.m. Eastern Time, on May 14, 2018.
See the “Questions and Answers About the Meeting and Voting” section for more details.
1
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Proxy Summary (continued)
Voting Matters and Board Recommendations
The Board of Directors recommends that you vote as follows:
Voting Matters
Unanimous Board
Recommendation
Page Reference
(for more detail)
6
37
40
67
✗ AGAINST 77
   
2
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Proxy Summary (continued)
Director Nominees (Page 8)
Arconic’s Board of Directors comprises 13 members, and directors are elected on an annual basis. The following table provides summary information about each of the director nominees standing for election to the Board for a one-year term expiring on the date of the Annual Meeting of Shareholders in 2019.
Name
Age
Director
Since
Professional Background
Independent
Committee
Memberships
Other Current
Public
Company Boards
James F. Albaugh
67​
2017 Former President and Chief
Executive Officer of
Commercial Airplanes, The
Boeing Company; Former
President and Chief
Executive Officer of
Integrated Defense
Systems, The Boeing
Company
Yes
Audit;
Cybersecurity
Advisory
Subcommittee
(Chair)
American Airlines Group Inc.; Harris Corporation
Amy E. Alving
55​
Former Senior Vice President and Chief Technology Officer, Leidos Holdings, Inc.
Yes
DXC Technology
Company; Federal
National Mortgage
Association (Fannie
Mae)
Christopher L. Ayers
51​
2017 Former President and Chief
Executive Officer, WireCo
WorldGroup, Inc.
Yes
Audit; Finance
Universal Stainless &
Alloy Products, Inc.
Charles “Chip” Blankenship
51​
2018 Chief Executive Officer, Arconic Inc.
No
Arthur D. Collins, Jr.
70​
2010 Former Chairman and Chief
Executive Officer,
Medtronic, Inc.
Yes
Compensation
and Benefits
(Chair);
Governance
and
Nominating
The Boeing Company; U.S. Bancorp
Elmer L. Doty
63​
2017 Operating Executive, The Carlyle Group LP; Former President and Chief Executive Officer, Accudyne Industries LLC
Yes
Compensation
and Benefits;
Governance
and
Nominating
Rajiv L. Gupta
72​
2016 Chairman, Aptiv PLC;
Chairman, Avantor Inc.;
Former Chairman and Chief
Executive Officer, Rohm
and Haas Company
Yes
Compensation
and Benefits;
Governance
and
Nominating
Aptiv PLC (Chairman)
David P. Hess
62​
2017 Former Interim Chief
Executive Officer, Arconic
Inc.; Former Executive Vice
President and Chief
Customer Officer of
Aerospace, United
Technologies
Yes
Audit; Finance
Sean O. Mahoney
55​
2016 Private Investor; Former
Vice Chairman for Global
Banking, Deutsche Bank
Securities; Former Partner
and Head of the Financial
Sponsors Group, Goldman,
Sachs & Co.
Yes
Audit; Finance
(Chair)
Aptiv PLC; Cooper-Standard Holdings Inc.
   
3
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Proxy Summary (continued)
Name
Age
Director
Since
Professional Background
Independent
Committee
Memberships
Other Current
Public
Company Boards
David J. Miller
39​
2017 Senior Portfolio Manager and Head of U.S. Restructuring, Elliott Management Corporation
Yes
Finance
E. Stanley O’Neal
66​
2008 Former Chairman and Chief
Executive Officer, Merrill
Lynch & Co.
Yes
Audit; Finance
Platform Specialty Products Corporation
John C. Plant
64​
2016 Former Chairman, President and Chief Executive Officer, TRW Automotive
Yes
Compensation
and Benefits;
Governance
and
Nominating
Gates Industrial
Corporation PLC;
Jabil Circuit
Corporation; Masco
Corporation
Ulrich R. Schmidt
68​
2016 Former Executive Vice
President and Chief
Financial Officer, Spirit
Aerosystems Holdings, Inc.
Yes
Audit (Chair); Finance
Corporate Governance Highlights (Page 23)
The Company is committed to good corporate governance, which we believe is important to the success of our business and to advancing shareholder interests. Our corporate governance practices are described in greater detail in the “Corporate Governance” section. Highlights include:

Annually elected directors

Majority voting for directors

12 out of 13 Board members are independent

Average Board tenure, assuming all director nominees are elected, is 2.4 years

No supermajority voting requirements in the Certificate of Incorporation

Separation of the Chairman and the Chief Executive Officer positions

Directors have a broad array of attributes and skills directly relevant to the Company and its businesses

Regular executive sessions of independent directors

Attendance by incumbent directors at Board and committee meetings in 2017 averaged 96%

Independent Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees

Permanent Finance Committee that reviews and provides advice regarding capital structure, capital allocation, financial exposures, mergers and acquisitions, pension investment performance and other financial matters

Risk oversight by full Board and committees

Shareholder engagement program involving independent directors

Shareholders’ right to call special meetings

Shareholders’ ability to take action by written consent

Proxy access mechanism to enable eligible shareholders to nominate director candidates

Policies prohibiting short sales, hedging, margin accounts and pledging

Long-standing commitment to sustainability
4
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Proxy Summary (continued)
Executive Compensation Highlights (Page 41)
The Compensation Discussion and Analysis section includes a discussion of the Company’s compensation philosophy and design and 2017 compensation decisions. Based on input from investors and benchmarking analyses, the Company designed an executive compensation structure most suited to drive shareholder value for Arconic in 2017 and beyond.
WHAT WE DO
WHAT WE DON’T DO
Pay for Performance

Cancellation of Unvested Equity Awards Upon Termination of Employment, Other Than in Very Limited Circumstances
Robust Stock Ownership Guidelines
Double-Trigger Change-in-Control Provisions
Active Engagement with Investors
Independent Compensation Consultant
Conservative Risk Profile
Claw-Back Policy

No Guaranteed Annual Bonuses

No Parachute Tax Gross-Ups

No Accelerated Vesting of Equity Outside of a Double-Trigger Change-in-Control

No Short Sales, Derivative Transactions or Hedging of Company Stock

No Dividends on Unvested Equity Awards

No Multi-Year Employment Contracts

No Share Recycling or Option Repricing

No Significant Perquisites
Arconic’s executive compensation philosophy to provide pay for performance and shareholder alignment underlies our compensation structure whose design is based on four guiding principles:

Make equity long-term incentive (LTI) compensation the most significant portion of total compensation for senior executives and managers.

Choose annual incentive compensation (IC) metrics and LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance.

Set IC and LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth.

Target total compensation at median, while using IC and LTI compensation to motivate performance and to attract and retain exceptional talent.
5
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors
As of the date of this proxy statement, Arconic’s Board of Directors comprises 13 members. Directors are elected for one-year terms.
The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has nominated 12 incumbent directors to stand for reelection to the Board for a one-year term expiring in 2019: James F. Albaugh, Christopher L. Ayers, Charles “Chip” Blankenship, Arthur D. Collins, Jr., Elmer L. Doty, Rajiv L. Gupta, David P. Hess, Sean O. Mahoney, David J. Miller, E. Stanley O’Neal, John C. Plant, and Ulrich R. Schmidt; and 1 nominee to stand for election to the Board for a one-year term expiring in 2019: Amy E. Alving.
Mr. Plant was appointed by the Board of Directors, effective February 5, 2016, in connection with an agreement that the Company entered into on February 1, 2016 with Elliott Associates, L.P., a Delaware limited partnership, Elliott International, L.P., a Cayman Islands limited partnership, and Elliott International Capital Advisors Inc., a Delaware corporation (collectively, “Elliott”). Messrs. Collins, Mahoney, and O’Neal were elected by the shareholders at the 2016 Annual Meeting of Shareholders. Mr. Gupta was appointed to the Board of Directors, effective November 1, 2016, concurrently with the separation of Alcoa Corporation from the Company. Mr. Albaugh was appointed to the Board of Directors, effective May 25, 2017, to fill a vacancy. Messrs. Ayers, Doty, Hess, and Schmidt were elected by the shareholders at the 2017 Annual Meeting of Shareholders. Mr. Miller was appointed by the Board of Directors, effective December 19, 2017, in connection with a letter agreement that the Company entered into on December 19, 2017 with affiliates of Elliott Management Corporation and to fill a vacancy. The letter agreement is included as an exhibit to a Form 8-K that we filed with the Securities and Exchange Commission on December 19, 2017. Mr. Blankenship was appointed by the Board of Directors, effective January 15, 2018, in connection with his appointment as the Chief Executive Officer of the Company. Ms. Alving was previously a director of Arconic from November 2016 until May 2017 and was recommended to the Board by a non-management director as a candidate for election to the Board for a one-year term expiring in 2019.
The Board of Directors has affirmatively determined that each of the 13 director nominees qualifies for election under the Company’s criteria for evaluation of directors (see “Minimum Qualifications for Director Nominees and Board Member Attributes” on page 15). Included in each nominee’s biography below is a description of the qualifications, experience, attributes and skills of such nominee.
In addition, the Board of Directors has determined that each director nominee except Mr. Blankenship qualifies as an independent director under New York Stock Exchange corporate governance listing standards and the Company’s Director Independence Standards. See “Director Independence” on page 29.
If any of the Board’s nominees is unable to serve or for good cause will not serve as a director, the Board of Directors may reduce its size or choose a substitute nominee. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules.
The Board of Directors recommends that you vote FOR the election of each of Ms. Alving and Messrs. Albaugh, Ayers, Blankenship, Collins, Doty, Gupta, Hess, Mahoney, Miller, O’Neal, Plant, and Schmidt.
6
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
Summary of Director Attributes and Skills
Our directors have a diversity of experience that spans a broad range of industries, including the aerospace, automotive and finance sectors. They bring to our Board a wide variety of skills, qualifications and viewpoints that strengthens the Board’s ability to carry out its oversight role on behalf of our shareholders. In the director nominee biographies below, we describe certain areas of individual expertise that each director brings to our Board.
The table below is a summary of the range of skills and experiences that each director nominee brings to the Board. Because it is a summary, it does not include all of the skills, experiences, qualifications, and diversity that each director nominee offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a nominee does not possess it.
Name
Albaugh
Alving
Ayers
Blankenship
Collins
Doty
Gupta
Hess
Mahoney
Miller
O’Neal
Plant
Schmidt
Year of Joining
Board
2017
2018
nominee
2017
2018
2010
2017
2016
2017
2016
2017
2008
2016
2016
Experience
Finance
Industry
International
Leadership
Public Company Board
Risk Management
Technology
7
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
Director Nominees
[MISSING IMAGE: ph_james-albaugh.jpg]
James F. Albaugh
Director since: 2017
Age: 67
Committees:  Audit Committee; Cybersecurity Advisory Subcommittee (Chair)
Other Current Public Directorships: American Airlines Group Inc.; Harris Corporation
Career Highlights and Qualifications:  Mr. Albaugh was President and Chief Executive Officer of The Boeing Company’s (“Boeing”) Commercial Airplanes business unit from September 2009 through October 2012. Prior to holding that position, Mr. Albaugh was President and Chief Executive Officer of Boeing’s Integrated Defense Systems business unit from July 2002 to September 2009. He joined Boeing in 1975 and held various other executive positions prior to July 2002, including President and Chief Executive of Space and Communications and President of Space Transportation. Mr. Albaugh was a member of Boeing’s Executive Council from 1998 through 2012. In addition, he has been a senior advisor to Perella Weinberg Partners, a global advisory and asset management firm since September 2016. Previously, Mr. Albaugh was a senior advisor to The Blackstone Group L.P. from December 2012 until July 2016.
Other Current Affiliations:  Mr. Albaugh is Chairman of the National Aeronautic Association; Past President of the American Institute of Aeronautics and Astronautics; Past Chairman of the Aerospace Industries Association and an elected member of the National Academy of Engineering. Mr. Albaugh is also a member of the boards of directors of Aloft Aeroarchitects (formerly PATS Aerospace) and Belcan Corporation; and a member of the board of trustees of Willamette University and the Columbia University School of Engineering.
Previous Directorships:   Mr. Albaugh served as a director of B/E Aerospace, Inc. from 2014 until its acquisition by Rockwell Collins, Inc. in April 2017. Mr. Albaugh also served as a director of TRW Automotive Holdings Corp. from 2006 until its acquisition by ZF Friedrichshafen AG in 2015.
Attributes and Skills:   Mr. Albaugh’s executive leadership experience in the aerospace and airline industry, including his experience with complex systems, contracts and governmental oversight, as well as his accounting and financial literacy and public company board and corporate governance experience, enable him to provide valuable insight and perspectives to the Board.
Mr. Albaugh qualifies as an audit committee financial expert.
[MISSING IMAGE: ph_amy-alving.jpg]
Amy E. Alving
Director from: 2016 – 2017
Age: 55
Other Current Public Directorships: DXC Technology Company; Federal National Mortgage Association (Fannie Mae)
Career Highlights and Qualifications:  Ms. Alving is the former Senior Vice President and Chief Technology Officer of Leidos Holdings, Inc. (formerly Science Applications International Corporation (SAIC)), one of the nation’s top defense sector providers of hardware, software and services, where she worked from 2005 to 2013. From 2007 to 2013, she was SAIC’s Chief Technology Officer, stepping down when the company separated into two smaller companies. As the company’s senior technologist, she was responsible for the creation, communication and implementation of SAIC’s technical and scientific vision and strategy. Prior to joining SAIC, Ms. Alving was the director of the Special Projects Office (SPO) at the Defense Advanced Research Projects Agency (DARPA) until 2005, where she was a member of the federal Senior Executive Service. Prior to her time at DARPA, Ms. Alving was a White House Fellow for the Department of Commerce serving as a senior technical advisor to the Deputy Secretary of Commerce from 1997 until 1998. Ms. Alving was an aerospace engineering professor at the University of Minnesota from 1990 until 1997.
Other Current Affiliations:  Member of Defense Science Board and Council on Foreign Relations
Previous Directorships:  Ms. Alving was a director of Arconic from November 2016 until the 2017 Annual Meeting of Shareholders. She was a director of Pall Corporation (since acquired by Danaher Corporation) from 2010 until 2015.
Attributes and Skills:  Ms. Alving is a technology leader whose career spans business, government and academia. She has been the Chief Technology Officer of one of the largest U.S. defense contractors; has led a major element of the military’s research and development enterprise; and has been a tenured faculty member carrying out original research at a major university. Ms. Alving brings to the Board extensive technology and innovation experience across multiple sectors that will help the Company innovate and grow.
   
8
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
[MISSING IMAGE: ph_christopher-ayers.jpg]
Christopher L. Ayers
Director since: 2017
Age: 51
Committees: Audit Committee; Finance Committee
Other Current Public Directorships: Universal Stainless & Alloy Products, Inc.
Career Highlights and Qualifications:  Mr. Ayers served as the President and Chief Executive Officer of WireCo WorldGroup, Inc., a leading producer of specialty steel wire ropes and high performance synthetic ropes from July 2013 through January 2017. Prior to WireCo, from May 2011 to May 2013, Mr. Ayers served as Executive Vice President of Alcoa Inc. and President of Alcoa’s Global Primary Products Group. Mr. Ayers joined Alcoa in February 2010 as the Chief Operating Officer of the Company’s Cast, Forged and Extruded Products businesses, which now comprise part of Arconic’s portfolio. From 1999 to 2008, Mr. Ayers held several executive positions at Precision Castparts Corporation (PCC), a manufacturer of metal components and products. In 2006, he was appointed PCC Executive Vice President and President of the PCC Forging Division. Mr. Ayers began his career at Pratt & Whitney, the aircraft engine division of United Technologies Corporation.
As a director of Universal Stainless & Alloy Products, Inc. since 2008, Mr. Ayers serves on the specialty steel producer’s Audit and Nominating & Governance Committees and is chair of its Compensation Committee.
Attributes and Skills:  Mr. Ayers’ management and executive experience in the specialty materials industry, with a strong focus on aerospace markets, offers valuable strategic and operational insights. His previous leadership of Alcoa businesses that are now part of Arconic and his other work experience provide the Board with a unique perspective about the Company’s Engineered Products and Solutions portfolio.
Mr. Ayers qualifies as an audit committee financial expert.
[MISSING IMAGE: ph_chipblankenship.jpg]
Charles “Chip” Blankenship
Director since: 2018
Age: 51
Career Highlights and Qualifications:  Charles “Chip” Blankenship is Chief Executive Officer of Arconic, a global leader in precision engineered materials, products and solutions for major markets including aerospace, automotive, commercial transportation, and building and construction.
Prior to joining Arconic in January 2018, Mr. Blankenship served in senior leadership roles during a 24-year career at General Electric (GE), primarily within its aviation businesses, including aero engines, industrial gas turbines and aerospace alloy development. He led GE Aviation’s Commercial Engines Operation, the world’s leading producer of large and small jet engines for commercial aircraft, and GE’s Aero Energy business, a division of GE Energy that supplies aeroderivative gas turbines and other products for industrial and marine applications. Most recently, from 2012 to 2017, Mr. Blankenship served as President and CEO of GE Appliances, leading a significant turnaround of that business and its subsequent sale to the Haier Company in 2016.
A metallurgist by training, Mr. Blankenship holds a Ph.D. in Materials Science and Engineering from the University of Virginia and a B.S. in Materials Engineering from Virginia Tech. He holds seven patents related to jet engine technology.
Other Current Affiliations:  Mr. Blankenship is a member of the Executive Committee of the Aerospace Industries Association (AIA) and is a member of the National Academy of Engineering.
Attributes and Skills:  As the only management representative on the Company’s Board, Mr. Blankenship provides an insider’s perspective in Board discussions about the business and strategic direction of the Company. He brings to the Board his extensive operational, industry and senior executive experience.
9
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
[MISSING IMAGE: ph_arthur-collins.jpg]
Arthur D. Collins, Jr.
Director since: 2010
Age: 70
Committees: Compensation and Benefits Committee (Chair); Governance and Nominating Committee
Other Current Public Directorships: The Boeing Company; U.S. Bancorp
Career Highlights and Qualifications:  Mr. Collins was Chairman of Medtronic, Inc., a leading medical device and technology company, from April 2002 until his retirement in August 2008, and Chief Executive Officer from May 2002 to August 2007. He held a succession of other executive leadership positions with Medtronic from 1992 until his retirement, including as President and Chief Executive Officer, President and Chief Operating Officer, and Chief Operating Officer. He was Executive Vice President of Medtronic and President of Medtronic International from June 1992 to January 1994.
Prior to joining Medtronic, he was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of that company from May 1984 to October 1989. He joined Abbott in 1978 after spending four years with Booz, Allen & Hamilton, a major management consulting firm.
Other Current Affiliations:  In addition to his public company board memberships, Mr. Collins currently serves on the board of privately held Cargill, Incorporated. He also serves as a senior advisor to Oak Hill Capital Partners, L.P., a private equity firm.
Previous Directorships:  Mr. Collins was Chairman of Medtronic, Inc. from 2002 to 2008.
Attributes and Skills:  Mr. Collins’ extensive executive and business experience, including his years of executive leadership at Medtronic, provide the Board with unique insight into managing the operations of a large, global company. He also brings the perspective of a member of several corporate boards, having served on the audit, finance, compensation, governance and executive committees of various boards. Mr. Collins currently serves as the chair of the Compensation Committee at Boeing and of the Human Resources Committee at Cargill, and provides valuable insights and guidance to Arconic on the management and motivation of talent in market sectors important to the Company.
[MISSING IMAGE: ph_elmer-doty.jpg]
Elmer L. Doty
Director since: 2017
Age: 63
Committees: Compensation and Benefits Committee; Governance and Nominating Committee
Career Highlights and Qualifications:  Mr. Doty is an Operating Executive at The Carlyle Group LP, a multinational private equity, alternative asset management and financial services corporation, where he previously held a similar position in 2012. From December 2012 to February 2016, Mr. Doty was President and Chief Executive Officer of Accudyne Industries LLC, a provider of precision-engineered flow control systems and industrial compressors. Mr. Doty also was the President and Chief Executive Officer of Vought Aircraft Industries, Inc. from 2006 until its acquisition in 2010 by Triumph Group, a leader in manufacturing and overhauling aerospace structures, systems and components. He then served as the President of Triumph Aerostructures—Vought Aircraft Division.
Prior to Vought, Mr. Doty was Executive Vice President and General Manager of the Land Systems Division of United Defense Industries, Inc. (now BAE Systems). Earlier in his career, Mr. Doty held executive positions at both General Electric Company and FMC Corporation.
Previous Directorships:  Mr. Doty was a director of Vought Aircraft Industries, Inc. and Triumph Group, Inc.
Attributes and Skills:  Building on his broad aerospace experience, including serving as a CEO and business executive with several industry leaders, Mr. Doty has a deep knowledge of Arconic’s aerospace and defense markets and strong relationships with key customers. The combination of that experience, together with his current private equity role, enables him to make a valuable contribution to the Board’s considerations.
10
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
[MISSING IMAGE: ph_rajiv-gupta.jpg]
Rajiv L. Gupta
Director since: 2016
Age: 72
Committees: Compensation and Benefits Committee; Governance and Nominating Committee
Other Current Public Directorships: Aptiv PLC (Chairman)
Career Highlights and Qualifications:  Mr. Gupta has served as Chairman of Aptiv PLC, a global technology company, since November 2017 and Chairman of Avantor Inc. (formerly Avantor Materials, Inc.), a global provider of integrated, tailored solutions for life sciences and advanced technology industries, since August 2011. Mr. Gupta also has served as Senior Advisor to New Mountain Capital, LLC, a private equity firm, since 2009. Previously, Mr. Gupta served as Chairman of Delphi Automotive PLC, a global automotive parts manufacturing and technology company, from April 2015 to November 2017, when it separated into two companies: Aptiv PLC and Delphi Technologies PLC. Mr. Gupta served as Chairman and Chief Executive Officer of Rohm and Haas Company, a worldwide producer of specialty materials, from 1999 until 2009, when it was acquired by Dow Chemical. Mr. Gupta previously held various other positions at Rohm and Haas, which he joined in 1971, including serving as Vice Chairman from 1998 to 1999, Director of the Electronic Materials business from 1996 to 1999, and Vice President and Regional Director of the Asia Pacific Region from 1993 to 1998.
Other Current Affiliations:  Mr. Gupta sits on the board of directors of IRI group, a private market research company.
Previous Directorships:  Mr. Gupta was a director of Delphi Automotive PLC, Hewlett Packard Company, Stroz Friedberg, LLC, The Vanguard Group and Tyco International.
Attributes and Skills:  Mr. Gupta brings to the Board leadership experience, technical expertise and a passion for superior corporate governance. Mr. Gupta has experience leading and advising large public companies as a director through complex transition periods. He also brings to the Company familiarity with and insight into corporate governance issues.
[MISSING IMAGE: ph_david-hess.jpg]
David P. Hess
Director since: 2017
Age: 62
Committees: Audit Committee;
Finance Committee
Career Highlights and Qualifications:  Mr. Hess joined the Board of Arconic in March 2017 and served as the Company’s Interim Chief Executive Officer from April 2017 to January 2018.
Prior to joining Arconic, Mr. Hess served in numerous leadership roles over his 38-year career at United Technologies Corporation (UTC) including his most recent position as UTC Executive Vice President and Chief Customer Officer for United Technologies’ aerospace businesses, held from January 2015 through January 2017. Previously, Mr. Hess served as President of Pratt & Whitney from January 2009 through January 2014, where he was responsible for the company’s global operations in the design, manufacture and service of aircraft engines for commercial and military aircraft. He joined Pratt & Whitney after four years as President of Hamilton Sundstrand, the UTC business where he began his professional career in 1979. Mr. Hess was a 10-year member of the Aerospace Industries Association (AIA) Board of Governors Executive Committee, serving as Chairman in 2012. Mr. Hess is a Fellow of the Royal Aeronautical Society.
Other Current Affiliations:  Mr. Hess is a member of the Board of Directors of GKN Aerospace Transparency Systems, Inc. and serves as Chairman of the Board of Directors of Hartford HealthCare.
Previous Directorships:  Mr. Hess formerly served as Chairman of the International Aero Engines (IAE) Board of Directors and as a member of the Board of Directors for both Cytec Industries, Inc. (since acquired by Solvay) and RTI International Metals, Inc. (acquired by the Company in July 2015).
Attributes and Skills:  Mr. Hess has had a distinguished career in the aerospace industry spanning nearly 38 years. His industry knowledge provides a strong background from which Arconic can benefit. His leadership and succession of key executive roles provide strategic and operational perspectives to the deliberations of the Board.
Mr. Hess qualifies as an audit committee financial expert.
11
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
[MISSING IMAGE: ph_sean-mahoney.jpg]
Sean O. Mahoney
Director since: 2016
Age: 55
Committees: Audit Committee; Finance Committee (Chair)
Other Current Public Directorships: Aptiv PLC; Cooper-Standard Holdings Inc.
Career Highlights and Qualifications:  Mr. Mahoney has extensive experience in capital markets and business strategy across a wide variety of companies and sectors, including industrial and automotive. He is a private investor with over two decades of experience in investment banking and finance. Mr. Mahoney spent 17 years in investment banking at Goldman, Sachs & Co., where he was a partner and head of the Financial Sponsors Group, followed by four years at Deutsche Bank Securities, where he served as Vice Chairman, Global Banking.
Other Current Affiliations:  In addition to his public company board memberships, Mr. Mahoney has served on the post-bankruptcy board of Lehman Brothers Holdings Inc. since 2012. He also serves on the Development Committee for the Rhodes Trust, an educational charity whose principal activity is to support the international selection of Rhodes Scholars for study at Oxford University in England (which Mr. Mahoney attended as a Rhodes Scholar from 1984 through 1987).
Previous Directorships:  Mr. Mahoney was a director of Delphi Automotive PLC and Formula One Holdings.
Attributes and Skills:  Mr. Mahoney has advised a broad range of companies on business, financial and value-creation strategies. He has served as senior advisor on a range of major equity, debt and M&A projects during his career. Mr. Mahoney’s proven business and investment acumen brings valuable insight and perspectives to the Board.
Mr. Mahoney qualifies as an audit committee financial expert.
[MISSING IMAGE: ph_david-miller.jpg]
David J. Miller
Director since: 2017
Age: 39
Committees: Finance Committee
Career Highlights and Qualifications:  Mr. Miller is a Senior Portfolio Manager and the Head of U.S. Restructuring at Elliott Management Corporation, a New York-based investment fund with approximately $35 billion in assets under management, where he is responsible for investments across the capital structure and spanning multiple industries. Mr. Miller joined Elliott in 2003 after working in M&A and financing advisory roles at Peter J. Solomon Company.
Other Current Affiliations:  Mr. Miller is currently a director of the Brazilian American Automotive Group, Inc., one of the largest automotive dealership groups in Latin America, and various non-profit organizations.
Previous Directorships:  Mr. Miller served on the board of managers of JCIM, LLC from July 2008 to September 2013, and on the boards of ISCO International Inc. from December 2009 to December 2010, and SemGroup Energy Partners LP/SemGroup Energy Partners GP, LLC from October 2008 to November 2009.
Attributes and Skills:  Mr. Miller’s investment expertise, his understanding of financial strategy and his in-depth knowledge of restructuring matters provide valuable perspective to the deliberations of the Board.
12
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
[MISSING IMAGE: ph_estanley-oneal.jpg]
E. Stanley O’Neal
Director since: 2008
Age: 66
Committees: Audit Committee; Finance Committee
Other Current Public Directorships: Platform Specialty Products Corporation
   
Career Highlights and Qualifications:  Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000; and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998.
Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility.
Other Current Affiliations:  In addition to his public company board memberships, Mr. O’Neal serves on the board of the Memorial Sloan-Kettering Cancer Center, and is a member of the Council on Foreign Relations, the Center for Strategic and International Studies and the Economic Club of New York.
Previous Directorships:  Mr. O’Neal was a director of General Motors Corporation from 2001 to 2006, Chairman of the Board of Merrill Lynch & Co., Inc. from 2003 to 2007, and a director of American Beacon Advisors, Inc. (investment advisor registered with the Securities and Exchange Commission) from 2009 to September 2012.
Attributes and Skills:  Mr. O’Neal’s extensive experience in investment banking provides a valuable perspective to the Board. He also brings to the Audit Committee a strong financial background in an industrial setting, having served in various financial and leadership positions at General Motors Corporation, a leading automotive company in one of Arconic’s most important and expanding market segments. Mr. O’Neal’s leadership, executive experience and financial expertise provide the Board with valuable insight.
Mr. O’Neal qualifies as an audit committee financial expert.
[MISSING IMAGE: ph_john-plant.jpg]
John C. Plant
Chairman of the Board Since: 2017
Director since: 2016
Age: 64
Committees: Compensation and Benefits Committee; Governance and Nominating Committee
Other Current Public Directorships: Gates Industrial Corporation PLC; Jabil Circuit Corporation; Masco Corporation
   
Career Highlights and Qualifications:  Mr. Plant served as the Chairman of the Board, President and Chief Executive Officer of TRW Automotive from 2011 to 2015 and as its President and Chief Executive Officer from 2003 to 2011. TRW Automotive was acquired by ZF Friedrichshafen AG in May 2015. Under his leadership, TRW employed more than 65,000 people in approximately 190 major facilities around the world and was ranked among the top 10 automotive suppliers globally. Mr. Plant was a co-member of the Chief Executive Office of TRW Inc. from 2001 to 2003 and an Executive Vice President of TRW from the company’s 1999 acquisition of Lucas Varity to 2003. Prior to TRW, Mr. Plant was President of Lucas Varity Automotive and managing director of the Electrical and Electronics division from 1991 through 1997.
Other Current Affiliations:  In addition to his public company board memberships, Mr. Plant is a Fellow of the Institute of Chartered Accountants.
Previous Directorships:  Mr. Plant was the chairman of the board for TRW Automotive from 2011 until May 2015, when it was acquired by ZF Friedrichshafen AG.
Attributes and Skills:  Mr. Plant has had a distinguished career in the automotive industry spanning nearly 40 years. His industry knowledge provides a strong background from which Arconic can benefit. His leadership and succession of key executive roles will provide strategic and operational perspectives to the deliberations of the Board.
13
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
[MISSING IMAGE: ph_ulrich-schmidt.jpg]
Ulrich R. Schmidt
Director since: 2016
Age: 68
Committees: Audit Committee (Chair);
Finance Committee
Career Highlights and Qualifications:  Mr. Schmidt is the former Executive Vice President and Chief Financial Officer of Spirit Aerosystems Holdings, Inc. Prior to Spirit Aerosystems, he served as Executive Vice President and Chief Financial Officer of Goodrich Corporation from 2000 to 2005, and as Vice President, Finance and Business Development, Goodrich Aerospace, from 1994 to 2000. Prior to joining Goodrich, he held senior level roles at a variety of companies, including Invensys Limited, Everest & Jennings International Limited and Argo-Tech Corporation.
Previous Directorships:  Mr. Schmidt served on the board of directors of Precision Castparts Corporation from 2007 until January 2016, when Precision Castparts was acquired by Berkshire Hathaway Inc. He was chairman of its Audit Committee since 2008.
Attributes and Skills:  Mr. Schmidt has extensive executive and business experience at the board and CFO level in both public and privately held companies. His extensive background in the aerospace industry, coupled with his financial management and strategic planning and analysis foundation in a variety of operating and international assignments, provides Arconic with valuable insight and industry experience.
Mr. Schmidt qualifies as an audit committee financial expert.
   
14
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
Nominating Board Candidates – Procedures and Director Qualifications
Shareholder Recommendations for Director Nominees
Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: Arconic Inc., Governance and Nominating Committee, c/o Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and Bylaws. The committee will consider all candidates recommended by shareholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.
Shareholder Nominations
The Company’s Certificate of Incorporation and Bylaws provide that any shareholder entitled to vote at an annual meeting of shareholders may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures. The shareholder must provide to Arconic’s Corporate Secretary timely written notice of the shareholder’s intent to make such a nomination or nominations. In order to be timely, the shareholder must provide such written notice not earlier than the 120th day and not later than 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain all of the information required in the Company’s Certificate of Incorporation and Bylaws.
Any such notice must be sent to our principal executive offices: Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. For the 2019 Annual Meeting, such notice must be delivered no earlier than January 16, 2019 and no later than February 15, 2019.
Minimum Qualifications for Director Nominees and Board Member Attributes
The Governance and Nominating Committee has adopted Criteria for Identification, Evaluation and Selection of Directors:
1.
Directors must have demonstrated the highest ethical behavior and must be committed to the Company’s values.
2.
Directors must be committed to seeking and balancing the legitimate long-term interests of all of the Company’s shareholders, as well as its other stakeholders, including its customers, employees and the communities where the Company has an impact. Directors must not be beholden primarily to any special interest group or constituency.
3.
It is the objective of the Board that all non-management directors be independent. In addition, no director should have, or appear to have, a conflict of interest that would impair that director’s ability to make decisions consistently in a fair and balanced manner.
4.
Directors must be independent in thought and judgment. They must each have the ability to speak out on difficult subjects; to ask tough questions and demand accurate, honest answers; to constructively challenge management; and at the same time, act as an effective member of the team, engendering by his or her attitude an atmosphere of collegiality and trust.
5.
Each director must have demonstrated excellence in his or her area and must be able to deal effectively with crises and to provide advice and counsel to the Chief Executive Officer and his or her peers.
6.
Directors should have proven business acumen, serving or having served as a chief executive officer, or other senior leadership role, in a significant, complex organization; or serving or having served in a significant policy-making or leadership position in a well-respected, nationally or internationally recognized educational institution, not-for-profit organization or governmental entity; or having achieved a widely recognized position of leadership in the director’s field of endeavor which adds substantial value to the oversight of material issues related to the Company’s business.
15
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 1 Election of Directors (continued)
7.
Directors must be committed to understanding the Company and its industry; to regularly preparing for, attending and actively participating in meetings of the Board and its committees; and to ensuring that existing and future individual commitments will not materially interfere with the director’s obligations to the Company. The number of other board memberships, in light of the demands of a director nominee’s principal occupation, should be considered, as well as travel demands for meeting attendance.
8.
Directors must understand the legal responsibilities of board service and fiduciary obligations. All members of the Board should be financially literate and have a sound understanding of business strategy, business environment, corporate governance and board operations. At least one member of the Board must satisfy the requirements of an “audit committee financial expert.”
9.
Directors must be self-confident and willing and able to assume leadership and collaborative roles as needed. They need to demonstrate maturity, valuing Board and team performance over individual performance and respect for others and their views.
10.
New director nominees should be able and committed to serve as a member of the Board for an extended period of time.
11.
While the diversity, the variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the committee will focus on any special skills, expertise or background that would complement the existing Board, recognizing that the Company’s businesses and operations are diverse and global in nature.
12.
Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation.
Process of Evaluation of Director Candidates
The Governance and Nominating Committee makes a preliminary review of a prospective candidate’s background, career experience and qualifications based on available information or information provided by an independent search firm, which identifies or provides an assessment of a candidate, or by a shareholder nominating or suggesting a candidate. If a consensus is reached by the committee that a particular candidate would likely contribute positively to the Board’s mix of skills and experiences, and a Board vacancy exists or is likely to occur, the candidate is contacted to confirm his or her interest and willingness to serve. The committee conducts interviews and may invite other Board members or senior Arconic executives to interview the candidate to assess the candidate’s overall qualifications. The committee considers the candidate against the criteria it has adopted in the context of the Board’s then current composition and the needs of the Board and its committees.
At the conclusion of this process, the committee reports the results of its review to the full Board. The report includes a recommendation whether the candidate should be nominated for election to the Board. This procedure is the same for all candidates, including director candidates identified by shareholders.
The Governance and Nominating Committee retains from time to time the services of a search firm that specializes in identifying and evaluating director candidates. Services provided by the search firm include identifying potential director candidates meeting criteria established by the committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.
Five of the Board’s incumbent director nominees recommended by the Governance and Nominating Committee for the 2018 Annual Meeting have not previously been elected by shareholders—namely, Messrs. Plant, Gupta, Albaugh, Miller, and Blankenship. Mr. Plant was appointed by the Board of Directors, effective February 5, 2016, in connection with an agreement that the Company entered into on February 1, 2016 with Elliott. Mr. Gupta was appointed to the Board of Directors, effective November 1, 2016, concurrently with the separation of Alcoa Corporation from the Company. Mr. Albaugh was appointed to the Board of Directors, effective May 25, 2017, to fill a vacancy. Mr. Miller was appointed by the Board of Directors, effective December 19, 2017, in connection with a letter agreement that the Company entered into on December 19, 2017 with affiliates of Elliott Management Corporation and to fill a vacancy. Mr. Blankenship was appointed by the Board of Directors, effective January 15, 2018, in connection with his appointment as the Chief Executive Officer of the Company. In addition, Ms. Alving is a director nominee who has not been previously elected by shareholders.
16
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Director Compensation
Our non-employee director compensation program is designed to attract and retain outstanding director candidates who have the requisite experience and background as set forth in our Corporate Governance Guidelines, and to recognize the substantial time and effort necessary to exercise oversight of a complex global organization like Arconic and fulfill the other responsibilities required of our directors. Mr. Blankenship, our sole employee director, does not receive additional compensation for his Board service.
The Governance and Nominating Committee reviews director compensation periodically and recommends changes to the Board when it deems appropriate. In 2017, the committee engaged an independent compensation consultant, Pearl Meyer & Partners, LLC, to conduct an independent review of our director compensation program. Pearl Meyer & Partners assessed the structure of our director compensation program compared to competitive market practices of similarly situated companies. In addition, Pay Governance LLC, an independent compensation consultant, provided advice regarding Board Chairman compensation. Based on the market information and recommendations by Pearl Meyer & Partners and Pay Governance, and taking into account various factors, including the responsibilities and time commitment of the directors, the Governance and Nominating Committee, and the Board in turn, reviewed the compensation program for non-employee directors and adopted certain changes to the program. The Company’s non-employee director compensation is summarized in the table below under “Director Fees.”
Information regarding the retention of Pearl Meyer & Partners and Pay Governance can be found under “Corporate Governance—Compensation Consultants” on page 31.
Director Fees
The following table describes the components of compensation for non-employee directors and the effective dates of certain changes to the compensation program:
Compensation Element
2017
2018
Effective Date of Change
Annual Cash Retainer
$120,000​
$120,000​
N/A​
Annual Equity Award (Restricted Share Units Granted Following Each Annual Meeting of Shareholders)
$120,000​
$150,000​
Upon annual grant in May 2018​
Other Annual Fees1:
Board Chair Fee
Increased from $200,000 to $300,000 in October 2017​
$300,000​
October 23, 2017​
Lead Director Fee2
$25,000​
N/A​
N/A​

Audit Committee Chair Fee (includes Audit Committee Member Fee)
$27,500​
$27,500​
N/A​
Audit Committee Member Fee
$11,000​
$11,000​
N/A​

Compensation and Benefits Committee Chair Fee
$20,000​
$20,000​
N/A​
Other Committee Chair Fee
$16,500​
$16,500​
N/A​
Per Meeting Fee for Meetings in Excess of Regularly Scheduled Meetings
None​
$1,5003
January 1, 2018​
17
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Director Compensation (continued)
Ownership Requirements and Annual Compensation
Limits
2017
2018
Effective Date of Change
Stock Ownership Requirement
$750,000​
$750,000​
N/A​
Timeline to Achieve Stock Ownership
None/6 years4
6 years​
December 5, 2017​
Total Annual Director Compensation Limit
None/$750,0005
$750,000​
December 5, 2017​
1
All Other Annual Fees are paid in cash, with the exception of the $300,000 Board Chair Fee, which comprises $170,000 in cash and $130,000 in deferred restricted share units.
2
In April 2017, the roles of Chairman and Chief Executive Officer were separated, and an independent director was appointed Chairman of the Board. As a result, the role of Lead Director ended in April 2017.
3
Effective January 1, 2018, a fee of  $1,500 will be paid to a non-employee director for each Board or committee meeting attended by the director in excess of the number of regular Board or committee meetings scheduled by the Board for the applicable calendar year.
4
Effective December 5, 2017, non-employee directors are required to attain ownership of at least $750,000 in the Company’s common stock within six years of initial appointment to the Board.
5
On December 5, 2017, the Board approved amendments to the Arconic Inc. Non-Employee Director Compensation Policy, to adopt an overall limit on total non-employee director compensation of  $750,000 per calendar year.
Directors’ Alignment with Shareholders
Stock Ownership Guideline for Directors
In order to further align the interests of our directors with the long-term interests of our shareholders, non-employee directors are required to own, until retirement from the Board, at least $750,000 in Arconic common stock. Compliance with the ownership value requirement is measured annually and if the stock price declines in value, directors must continue to invest in Arconic stock until the stock ownership guideline is reached. Effective as of December 5, 2017, each director is required to reach the stock ownership guideline within six years of his or her initial appointment as a non-employee director.
Under the director compensation program in effect prior to November 1, 2016, directors who were not in compliance with the ownership value requirement were required to invest at least 50% of the fees they received as directors in Arconic stock until the stock ownership guideline was reached, either by deferring fees into deferred share units under the Company’s deferred fee plan for directors or purchasing shares on the open market. Deferred share units provide directors with the same economic interest as if they own Arconic common stock. Specifically, the deferred share units track the performance of our common stock and accrue dividend equivalents that are equal in value to dividends paid on our common stock. Upon a director’s retirement from the Board, the deferred share units are settled in cash at a value equivalent to the then-prevailing market value of our common stock.
Beginning November 1, 2016, directors receive a portion of their annual compensation in Arconic deferred restricted share units, which count towards meeting the stock ownership value requirement. The annual deferred restricted share unit award vests on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date, subject to continued service through the vesting date (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting in the event of a director’s termination of service for any other reason). Settlement of the annual deferred restricted share units is deferred pursuant to the Amended and Restated Deferred Fee Plan for Directors. Also, beginning November 1, 2016, directors may elect to defer the cash portion of their annual compensation into additional Arconic deferred restricted share units (but not into deferred share units), as described under “Director Deferral Program” on page 22. Each Arconic deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of Arconic common stock upon settlement.
Accordingly, whether a director holds shares of Arconic common stock, deferred share units or deferred restricted share units, directors have the same economic interest in the performance of the Company, which further aligns directors’ interests with those of our shareholders.
The following table shows the aggregate value of each non-employee director’s holdings in Arconic common stock, deferred restricted share units, and deferred share units as of March 15, 2018, based on the closing price of our common stock on the New York Stock Exchange on that date.
18
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Director Compensation (continued)
Non-Employee Directors
Director
Since
Value of Holdings in Arconic
Stock, Deferred Share Units and
Deferred Restricted Share Units
James F. Albaugh 2017 $ 228,074
Christopher L. Ayers 2017 $ 340,766
Arthur D. Collins, Jr. 2010 $ 2,335,839
Elmer L. Doty 2017 $ 252,314
Rajiv L. Gupta 2016 $ 182,309
David P. Hess 2017 $ 4,268,834
Sean O. Mahoney 2016 $ 359,261
David J. Miller 2017 $ 45,765
E. Stanley O’Neal 2008 $ 1,422,936
John C. Plant 2016 $ 641,100
Patricia F. Russo 2008 $ 1,424,754
Ulrich R. Schmidt 2016 $ 345,687
Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging
Company policy prohibits members of the Board of Directors from pledging, holding in margin accounts, or engaging in short sales or hedging transactions with respect to any of their Company stock. The policy continues to align the interests of our directors with those of our shareholders.
19
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Director Compensation (continued)
2017 Director Compensation
The following table sets forth the total compensation of the Company’s non-employee directors for the year ended December 31, 2017.*
Name1
(a)
Fees Earned or
Paid in Cash
($)(b)2
Stock
Awards
($)(c)3
All Other
Compensation
($)(g)
Total
($)(h)
James F. Albaugh4 $ 78,247 $ 120,013 $ 198,260
Amy E. Alving5 $ 52,470 $ 52,470
Christopher L. Ayers6 $ 72,258 $ 120,013 $ 192,271
Arthur D. Collins, Jr.7 $ 140,000 $ 120,013 $ 260,013
Elmer L. Doty8 $ 72,258 $ 120,013 $ 192,271
Rajiv L. Gupta9 $ 120,000 $ 120,013 $ 240,013
Sean O. Mahoney10 $ 146,125 $ 120,013 $ 266,138
Patrice E. Merrin11 $ 68,387 $ 120,013 $ 188,400
David J. Miller12 $ 4,194 $ 51,618 $ 55,812
E. Stanley O’Neal13 $ 131,000 $ 120,013 $ 251,013
John C. Plant14 $ 152,466 $ 249,993 $ 402,459
L. Rafael Reif15 $ 48,065 $ 48,065
Julie G. Richardson16 $ 131,000 $ 120,013 $ 251,013
Patricia F. Russo17 $ 251,803 $ 120,013 $ 371,816
Ulrich R. Schmidt18 $ 147,500 $ 120,013 $ 267,513
Martin S. Sorrell19 $ 30,000 $ 30,000
Ratan N. Tata20 $ 40,645 $ 6,097 $ 46,742
*
In 2017, we did not issue any option awards to directors, and we do not have a non-equity incentive plan for directors. Accordingly, no such compensation is reported and we have omitted columns (d) and (e) from the table. In addition, the Company does not provide retirement benefits to non-employee directors. The last director to participate in the Company’s Fee Continuation Plan for Non-Employee Directors (which was frozen in 1995) retired from the Board effective May 1, 2015. Further, the Company does not pay above-market or preferential earnings on fees that are deferred. The Amended and Restated Deferred Fee Plan for Directors and a predecessor plan have the same investment options as the Company’s 401(k) tax-qualified savings plan for salaried employees. We therefore do not report changes in pension value or earnings on deferred fees and we have omitted column (f) from the table.
1
Charles Blankenship is a Company employee and receives no compensation for service as a director; his compensation is reflected in the “2017 Summary Compensation Table” on page 56. David P. Hess joined the Board of Directors, effective March 10, 2017, and served as Interim Chief Executive Officer of the Company from April 13, 2017 until January 15, 2018. Mr. Hess received no compensation for service as a director while serving as Interim Chief Executive Officer; his compensation for service as a non-employee director and as Interim Chief Executive Officer is reflected in the “2017 Summary Compensation Table.”
2
Fees Earned or Paid in Cash (Column (b)). This column reflects the cash fees earned by directors for Board and committee service in 2017, whether or not such fees were deferred.
3
Stock Awards (Column (c)). The amounts in this column represent the aggregate grant date fair value of deferred restricted share unit awards granted to each non-employee director under the 2013 Arconic Stock Incentive Plan, as amended and restated, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Except as described below, the deferred restricted share unit award constitutes the equity portion of each director’s compensation for service from the Company’s annual meeting of shareholders in 2017 until the Company’s annual meeting of shareholders in 2018 and vests over such period (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting in the event of a director’s termination of service for any other reason). The exact number of deferred restricted share units comprising an equity award is calculated by dividing the dollar value of the award (as specified in our Non-Employee Director Compensation Policy) by the closing price of our common stock on the day of grant, rounded to the nearest whole share. The grant date fair value of each deferred restricted share unit granted to Mr. Hess on March 10, 2017 was $26.83. The grant date fair value of each deferred restricted share unit granted to Messrs. Albaugh, Ayers, Doty, Gupta, Mahoney, O’Neal, Plant and Schmidt and Mmes. Merrin, Richardson and Russo on May 30, 2017 was $27.22. The grant date fair value of each deferred restricted share unit granted to Mr. Plant on October 23, 2017 was $24.35. The grant date fair value of each deferred restricted share unit granted to Mr. Miller on December 27, 2017 was $27.34. As of December 31, 2017, the aggregate number of unvested deferred restricted share units outstanding for each non-employee director was as follows: Mr. Albaugh (4,409); Ms. Alving (0); Mr. Ayers (4,409); Mr. Collins (4,409); Mr. Doty (4,409); Mr. Gupta (4,409); Mr. Mahoney (4,409); Ms. Merrin (4,409); Mr. Miller (1,888); Mr. O’Neal (4,409); Mr. Plant (9,747);
20
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Director Compensation (continued)
Mr. Reif  (0); Ms. Richardson (4,409); Ms. Russo (4,409); Mr. Schmidt (4,409); Mr. Sorrell (0); and Mr. Tata (0). The foregoing numbers do not include deferred restricted share units that have vested—see “—Director Deferral Program” on page 22.
4
Mr. Albaugh joined the Board of Directors effective May 25, 2017. The amount listed in Column (b) represents (i) a cash retainer of $72,258 for service as a non-employee director from May 25 through December 31, 2017 and (ii) a cash retainer of  $5,989 for service on the Audit Committee from May 25 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
5
Ms. Alving’s term on the Board ended on May 25, 2017. The amount listed in Column (b) represents (i) a cash retainer of  $48,065 for service as a non-employee director from January 1 through May 25, 2017 and (ii) a cash retainer of  $4,406 for service on the Audit Committee from January 1 through May 25, 2017.
6
Mr. Ayers was elected to the Board of Directors effective May 25, 2017. The amount listed in Column (b) represents (i) a cash retainer of  $72,258 for service as a non-employee director from May 25 through December 31, 2017 and (ii) a cash retainer of  $5,989 for service on the Audit Committee from May 25 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
7
The amount listed in Column (b) represents (i) a cash retainer of  $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of  $20,000 for service as Chair of the Compensation and Benefits Committee during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
8
Mr. Doty was elected to the Board of Directors effective May 25, 2017. The amount listed in Column (b) represents a cash retainer of $72,258 for service as a non-employee director from May 25 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
9
The amount listed in Column (b) represents a cash retainer of  $120,000 for service as a non-employee director during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
10
The amount listed in Column (b) represents (i) a cash retainer of  $120,000 for service as a non-employee director during 2017, (ii) a cash retainer of  $11,000 for service on the Audit Committee during 2017 and (iii) a cash retainer of  $15,125 for service as Chair of the Finance Committee from February 23 through December 31, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
11
Ms. Merrin was elected to the Board of Directors effective May 25, 2017, and resigned from the Board of Directors effective December 19, 2017. The amount listed in Column (b) represents a cash retainer of  $68,387 for service as a non-employee director from May 25 to December 19, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017. Due to her resignation, and in accordance with the Director Compensation Policy in effect as of December 5, 2017, 1,884 of the 4,409 deferred stock awards reflected in Column (c) will be forfeited.
12
Mr. Miller joined the Board of Directors, effective December 19, 2017. The amount listed in Column (b) represents a cash retainer of $4,194 for service as a non-employee director from December 19 through December 31, 2017. The amount listed in Column (c) represents a prorated annual equity award of 1,888 deferred restricted share units granted on December 27, 2017.
13
The amount listed in Column (b) represents (i) a cash retainer of  $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of  $11,000 for service on the Audit Committee during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
14
The amount listed in Column (b) represents (i) a cash retainer of  $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of $32,466 for service as Chairman of the Board from October 23 through December 31, 2017. The amount listed in Column (c) represents (i) an annual equity award of 4,409 deferred restricted share units for service as a director granted on May 30, 2017, and (ii) an equity award of 5,338 deferred restricted share units for service as Chairman granted on October 23, 2017.
15
Mr. Reif’s term on the Board ended on May 25, 2017. The amount listed in Column (b) represents a cash retainer of  $48,065 for service as a non-employee director from January 1 through May 25, 2017.
16
The amount listed in Column (b) represents (i) a cash retainer of  $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of  $11,000 for service on the Audit Committee during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017. Ms. Richardson resigned from the Board of Directors, effective February 15, 2018. Due to her resignation, and in accordance with the Director Compensation Policy in effect as of December 5, 2017, 1,184 of the 4,409 deferred stock awards reflected in Column (c) will be forfeited.
21
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Director Compensation (continued)
17
The amount listed in Column (b) represents (i) a cash retainer of  $120,000 for service as a non-employee director during 2017; (ii) a cash retainer of  $16,500 for service as Chair of the Governance and Nominating Committee during 2017; (iii) a cash retainer of  $2,521 for service as Chair of the Executive Committee from April 21 through June 15, 2017; (iv) a cash retainer of  $7,083 for service as Lead Independent Director from January 1 through April 12, 2017; and (v) a cash retainer of  $105,699 for service as Chairman of the Board from April 13 to October 23, 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
18
The amount listed in Column (b) represents (i) a cash retainer of  $120,000 for service as a non-employee director during 2017 and (ii) a cash retainer of  $27,500 for service as Chair of the Audit Committee during 2017. The amount listed in Column (c) represents an annual equity award of 4,409 deferred restricted share units granted on May 30, 2017.
19
Mr. Sorrell resigned from the Board of Directors, effective March 10, 2017. The amount listed in Column (b) represents a cash retainer of  $30,000 for service as a non-employee director from January 1 through March 10, 2017.
20
Mr. Tata resigned from the Board of Directors, effective May 2, 2017. The amount listed in Column (b) represents a cash retainer of $40,645 for service as a non-employee director from January 1 through May 2, 2017. The amount listed in Column (g) represents payment by the Company of  $6,097 related to tax withholding from January 1 through May 2, 2017.
Director Deferral Program
Prior to November 1, 2016, non-employee directors were able to defer all or part of their cash compensation pursuant to the Company’s 2005 Deferred Fee Plan for Directors (or a predecessor plan) and to invest any such deferred amounts into Arconic deferred share units or into the other investment options provided under the Company’s 401(k) tax-qualified savings plan.
Beginning November 1, 2016, the Board of Directors adopted the Amended and Restated Deferred Fee Plan for Directors pursuant to which non-employee directors may elect to defer all or part of the cash portion of their annual compensation and to invest such deferred amounts into fully-vested Arconic restricted share units or into the investment options provided under the Company’s 401(k) tax-qualified savings plan other than the Arconic Stock Fund (which represents Arconic deferred share units). The annual equity award granted to non-employee directors in the form of Arconic restricted share units is, by its terms, deferred under the Amended and Restated Deferred Fee Plan for Directors.
Deferred amounts are paid either in a lump sum or installments, as elected by the director, upon retirement from the Board of Directors.
22
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance
Arconic is a values-based company. Our values guide our behavior at every level and apply across the Company on a global basis. The Board has adopted a number of policies to support our values and good corporate governance, which we believe are important to the success of our business and in advancing shareholder interests. We highlight below certain of our corporate governance practices and features:
Board Membership and Participation

Directors who serve on our audit committee may serve on only two other public companies’ audit committees.

Directors who serve as chief executive officers of public companies should not serve on more than two outside public company boards in addition to the Arconic Board.

Other directors should not serve on more than four outside public company boards in addition to the Arconic Board.

Directors’ attendance at annual meetings is expected.
Shareholder Engagement
Our directors and executive officers value direct and recurring engagement with our shareholders as part of our continuing efforts to create shareholder value, to refine our corporate governance practices and to address any shareholder concerns. We have sought additional opportunities to meet with, and receive input from, our shareholders, and we intend to continue to seek such opportunities in the future.
Proxy Access
Shareholders may nominate director candidates to Arconic’s Board and include those nominees in Arconic’s proxy statement in accordance with the Company’s Bylaws.
Shareholders’ Right to Call Special Meetings
Shareholders are permitted to call special meetings in accordance with the Company’s Certificate of Incorporation and Bylaws.
Shareholders’ Action by Written Consent
Shareholders may act by written consent in accordance with the Company’s Certificate of Incorporation and Bylaws.
Separate Chairman and Chief Executive Officer
The Board has separated the Chairman and Chief Executive Officer positions, with John Plant serving as the Chairman of the Board and Chip Blankenship serving as CEO. The Board has determined that this leadership structure best serves the interests of shareholders and the Company at this time.
Annual Election of Directors
The Board of Directors is not a classified board; each director serves a one-year term.
No Supermajority Voting Requirements
The Certificate of Incorporation does not contain any provisions that require a supermajority vote of shareholders.
Delaware Corporation
The Company is incorporated in Delaware, a leading jurisdiction with a comprehensive and coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations.
Prohibition against Short Sales, Hedging, Margin Accounts and Pledging
Our Insider Trading Policy contains restrictions that, among other things:

prohibit short sales of Arconic securities and derivative or speculative transactions in Arconic securities;

prohibit the use of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Arconic securities; and

prohibit directors and executive officers from holding Arconic securities in margin accounts or pledging Arconic securities as collateral.
Commitment to Sustainability
The Company is committed to operating sustainably in the communities in which we do business.
23
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
The Structure and Role of the Board of Directors
Board Leadership Structure
The Company’s current Board leadership structure comprises a separate Chairman of the Board and Chief Executive Officer. The Board will continue to exercise its judgment under the circumstances at the time to evaluate the board leadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two. The Board has concluded that the separation of the roles of Chairman and Chief Executive Officer best serves the interests of shareholders and the Company at this time because it allows our Chief Executive Officer to focus on operating and managing the Company, while our Chairman can focus on the leadership of the Board.
Our Chairman has substantial responsibilities.
Our Chairman:
Calls and chairs all meetings of the Board, including executive sessions of the independent directors;

Responds directly to shareholder and other stakeholder questions and comments that are directed to the Chairman or to the independent directors as a group, with such consultation with the other directors as the Chairman may deem appropriate;
Chairs the annual shareholder meeting;

Ensures personal availability for consultation and direct communication with shareholders, as appropriate;

Oversees board governance, including approval of meeting agendas and meeting schedules to assure that all agenda items are adequately addressed;
Ensures personal availability for consultation and communication with independent directors;

Calls special meetings of the independent directors, as the Chairman may deem to be appropriate; and

Provides guidance and communication to the Chief Executive Officer and other members of management, as appropriate.
John C. Plant is our current Chairman of the Board. Mr. Plant’s strength in leading the Board is complemented by his prior experience as the Chairman of the Board of TRW Automotive and his depth of experience in Board matters ranging from his service on the Company’s Compensation and Benefits Committee and Governance and Nominating Committee to his memberships on other company boards.
Shareholders’ interests are protected by effective and independent oversight of management:

12 out of our 13 directors are independent as defined by the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Director Independence Standards.

The Board’s key standing committees—the Audit Committee, the Compensation and Benefits Committee, the Finance Committee and the Governance and Nominating Committee—each is composed solely of independent directors.

Our independent directors meet at every regular meeting in executive session without management or the Chief Executive Officer present. These meetings are led by the Chairman.
The Company’s
corporate
governance practices and
policies are
designed to
protect
shareholders’
long-term interests.
The Board’s Role in Risk Oversight
The Board of Directors is actively engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account, among other considerations, the Company’s risk profile and exposures. It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board has oversight
24
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
responsibility of the processes established to report and monitor material risks applicable to the Company. The Board annually reviews the Company’s enterprise risk management and receives regular updates on risk exposures.
The Board as a whole has responsibility for risk oversight, including succession planning relating to the Chief Executive Officer (“CEO”) and risks relating to the competitive landscape, strategy, economic conditions, capital requirements, and operations of the Company. The committees of the Board also oversee the Company’s risk profile and exposures relating to matters within the scope of their authority. The Board regularly receives detailed reports from the committees regarding risk oversight in their areas of responsibility.
The Audit Committee regularly reviews treasury risks (including those relating to cash generation, liquidity, insurance, credit, debt, interest rates and foreign currency exchange rates), financial accounting and reporting risks, legal and compliance risks, and risks relating to information technology including cybersecurity, tax matters, asset impairments, contingencies, and internal controls.
The Cybersecurity Advisory Subcommittee was established by the Audit Committee to assist the Audit Committee in fulfilling its responsibility of reviewing the Company’s enterprise risk relating to cybersecurity.
The Compensation and Benefits Committee considers risks related to the attraction and retention of talent, and the design of compensation programs and incentive arrangements. The Company has determined that it is not reasonably likely that risks arising from compensation and benefit plans would have a material adverse effect on the Company. See “Conservative Compensation Risk Profile” on page 47.
The Finance Committee reviews and provides advice to the Board regarding financial matters, including the Company’s capital structure, capital allocation, financial exposures, capital plan, significant transactions such as mergers and acquisitions, and the investment performance and funding of the Company’s retirement plans, and the risks relating to such matters.
The Governance and Nominating Committee considers risks related to corporate governance, and oversees succession planning for the Board of Directors, the structure and function of the Board, and the appropriate assignment of directors to the Board committees for risk oversight and other areas of responsibilities.
[MISSING IMAGE: tv483998_chrt-flow.jpg]
25
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
Director Qualifications, Board Diversity and Board Tenure
Our directors have a broad range of experience that spans different industries, including the aerospace, automotive and finance sectors. Directors bring to our Board a variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our shareholders. As described in the director biographies in “Item 1 Election of Directors,” directors bring to our Board attributes and skills that include those listed below:
Director Attributes and Skills
Leadership Experience
International Experience

Finance and Capital Allocation Experience
Automotive Industry Experience
Aerospace Industry Experience
Risk Management Expertise
Manufacturing/Industrial Experience
Defense Industry Experience
Technology/Innovation Expertise
Corporate Governance Expertise
Engineering Experience

Information Technology Experience
Our policy on Board diversity relates to the selection of nominees for the Board. Our policy provides that while diversity and variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the Governance and Nominating Committee focuses on skills, expertise and background that would complement the existing Board, recognizing that the Company’s businesses and operations are diverse and global in nature.
The following chart shows the tenure of the directors on our Board following the 2018 Annual Meeting of Shareholders, assuming that all of the director nominees are elected to new
terms. The board tenure provides a mix of fresh perspectives and Company experience, which contributes to a rich dialogue representing a range of viewpoints.
[MISSING IMAGE: tv483998_chrt-bar.jpg]
Board Meetings and Attendance
The Board met 29 times in 2017. The number of Board committee meetings can be found below in “—Committees of the Board.” Attendance by incumbent directors at Board and committee meetings averaged 96%. Each incumbent director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2017 (or, in the case of Messrs. Albaugh, Ayers, Doty, Hess, and Miller, each of whom joined the Board in 2017, 75% or more of the aggregate of all such meetings after joining the Board).
Under Arconic’s Corporate Governance Guidelines, all directors are expected to attend the annual meeting of shareholders. Eight out of the eleven members of the Board at the time attended the Company’s 2017 annual meeting. In addition to Board meetings, directors visit Arconic business operations to deepen their understanding of the Company and interact with on-site employees. In addition, new directors receive an orientation that includes meetings with key members of management and visits to Company facilities.
Board, Committee and Director Evaluations
The Board of Directors annually assesses the effectiveness of the full Board, the operations of its committees and the contributions of director nominees. The Governance and Nominating Committee oversees the evaluation of the Board as a whole and its committees, as well as individual evaluations of those directors who are being considered for possible re-nomination to the Board.
26
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
Committees of the Board
There are four standing committees of the Board and one subcommittee of the Audit Committee. The Board has adopted written charters for each committee and subcommittee, which are available on our website at http://www.arconic.com under “Investors—Corporate Governance—Committees.” In April 2017, after Klaus Kleinfeld stepped down as Chairman and CEO of the Company, the Board appointed a special CEO Search Committee, comprising six directors, to lead the search for the Company’s permanent Chief Executive Officer (CEO). After a thoughtful and deliberative search, on October 23, 2017, the Board announced the appointment of Charles Blankenship as CEO, effective as of January 15, 2018.
The table below sets forth the standing Board committees and subcommittee and the current members of each. Each of the Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees is composed solely of directors who have been determined by the Board of Directors to be independent in accordance with Securities and Exchange Commission (“SEC”) regulations, NYSE listing standards and the Company’s Director Independence Standards (including the heightened independence standards for members of the Audit and Compensation and Benefits Committees).
Audit
Cybersecurity
Advisory
Committee of the
Audit Committee
Compensation
and Benefits
Finance
Governance
and
Nominating
James F. Albaugh*
X
Chair
Christopher L. Ayers*
X
X
Charles “Chip” Blankenship
Arthur D. Collins, Jr.*
Chair
X
Elmer L. Doty*
X
X
Rajiv L. Gupta*
X
X
David P. Hess*
X
X
Sean O. Mahoney*
X
Chair
David J. Miller*
X
E. Stanley O’Neal*
X
X
John C. Plant*
X
X
Patricia F. Russo*
X
Chair
Ulrich R. Schmidt*
Chair
X
2017 Meetings
7
3
7
11
8
*
Independent Director
27
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
COMMITTEE
RESPONSIBILITIES
Audit Committee

Oversees the integrity of the financial statements and internal controls, including review of the scope and the results of the audits of the internal and independent auditors
Appoints the independent auditors and evaluates their independence and performance
Reviews the organization, performance and adequacy of the internal audit function

Pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors
Oversees the Company’s compliance with legal, ethical and regulatory requirements

Discusses with management and the auditors the policies with respect to risk assessment and risk management, including major financial risk exposures
Each member of the Audit Committee is financially literate, and the Board of Directors has determined that each member qualifies as an “audit committee financial expert” under applicable SEC rules.
Cybersecurity Advisory Subcommittee
Assists the Audit Committee in regularly reviewing the state of the Company’s cybersecurity
Regularly brings cybersecurity developments or issues to the attention of the Audit Committee
Compensation and Benefits Committee

Establishes the Chief Executive Officer’s compensation based upon an evaluation of performance in light of approved goals and objectives
Reviews and approves the compensation of the Company’s officers

Oversees the implementation and administration of the Company’s compensation and benefits plans, including pension, savings, incentive compensation and equity-based plans
Reviews and approves general compensation and benefit policies
Approves the Compensation Discussion and Analysis for inclusion in the proxy statement

Has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement (see “Corporate Governance—Compensation Consultants” regarding the committee’s engagement of a compensation consultant)
The Compensation and Benefits Committee may form and delegate its authority to subcommittees, including subcommittees of management when appropriate. Executive officers do not determine the amount or form of executive or director compensation although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself. For more information on the responsibilities and activities of the committee, including its processes for determining executive compensation, see the “Compensation Discussion and Analysis” section.
Finance Committee
Reviews and provides advice and counsel to the Board regarding the Company’s:
capital structure;
financing transactions;
capital expenditures and capital plan;
acquisitions and divestitures;
share repurchase and dividend programs;
policies relating to interest rate, commodity and currency hedging; and
employee retirement plans.
Governance and Nominating Committee

Identifies individuals qualified to become Board members and recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or shareholders

Review and make recommendations to the Board concerning the appropriate structure and operations of the Board and Board committees
Makes recommendations to the Board regarding Board committee assignments

Develops and annually reviews corporate governance guidelines for the Company, and oversees other corporate governance matters
Reviews related person transactions

Oversees an annual performance review of the Board, Board committees and individual director nominees
Periodically reviews and makes recommendations to the Board regarding director compensation
28
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
Voting for Directors
Arconic’s Certificate of Incorporation and Bylaws provide a majority voting standard for election of directors in uncontested elections. If the number of shares voted “for” an incumbent director’s election does not exceed fifty percent (50%) of the number of votes cast with respect to that director’s election (with votes cast including votes against in each case and excluding abstentions and broker nonvotes with respect to that director’s election) in an uncontested election, the nominee must promptly tender his or her resignation, and the Board will decide, through a process managed by the Governance and Nominating Committee and excluding the nominee, whether to accept the resignation at its next regularly scheduled Board meeting. The Board’s explanation of its decision will be promptly disclosed in accordance with SEC rules and regulations. Any director nominee not already serving on the Board who fails to receive a majority of votes cast in an uncontested election will not be elected to the Board. An election of directors is considered to be contested if the number of candidates for election as directors exceeds the number of directors to be elected, with the determination being made in accordance with the Bylaws.
Communications with Directors
The Board of Directors is committed to meaningful engagement with Arconic shareholders and welcomes input and suggestions. Shareholders and other interested parties wishing to contact the Chairman or the non-management directors as a group may do so by sending a written communication to the attention of the Chairman c/o Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. To communicate issues or complaints regarding questionable accounting, internal accounting controls or auditing matters, send a written communication to the Audit Committee c/o Arconic Inc., Corporate Secretary’s Office, 390 Park Avenue, New York, NY 10022-4608. Alternatively, you may place an anonymous, confidential, toll free call in the United States to Arconic’s Integrity Line at 855-585-8256. For a listing of Integrity Line telephone numbers outside the United States, go to http://www.arconic.com under “Who We Are—How We Work—Ethics and Compliance.”
Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate, depending upon the facts and circumstances outlined in the communication.
The Board of Directors has asked the Corporate Secretary’s Office to submit to the Board all communications received, excluding only those items that are not related to Board duties and responsibilities, such as junk mail and mass mailings; product complaints and product inquiries; new product or technology suggestions; job inquiries and resumes; advertisements or solicitations; and surveys.
Director Independence
In its Corporate Governance Guidelines, the Board recognizes that independence depends not only on directors’ individual relationships, but also on the directors’ overall attitude. Providing objective, independent judgment is at the core of the Board’s oversight function. Under the Company’s Director Independence Standards, which conform to the corporate governance listing standards of the New York Stock Exchange, a director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company or any subsidiary in the consolidated group. The Director Independence Standards comprise a list of all categories of material relationships affecting the determination of a director’s independence. Any relationship that falls below a threshold set forth in the Director Independence Standards, or is not otherwise listed in the Director Independence Standards, and is not required to be disclosed under Item 404(a) of SEC Regulation S-K, is deemed to be an immaterial relationship.
The Board has affirmatively determined that all the directors are independent except Mr. Blankenship, who is employed by the Company and therefore does not meet the independence standards set forth in the Director Independence Standards. In the course of its determination regarding independence, the Board did not find any material relationships between the Company and any of the directors, other than Mr. Blankenship’s employment.
29
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
Related Person Transactions
Review, Approval and Ratification of Transactions with Related Persons
The Company has a written Related Person Transaction Approval Policy regarding the review, approval and ratification of transactions between the Company and related persons. The policy applies to any transaction in which the Company or a Company subsidiary is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A related person means any director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member of any such person.
Under this policy, reviews are conducted by management to determine which transactions or relationships should be referred to the Governance and Nominating Committee for consideration. The Governance and Nominating Committee then reviews the material facts and circumstances regarding a transaction and determines whether to approve, ratify, revise or reject a related person transaction, or to refer it to the full Board or another committee of the Board for consideration. The Company’s Related Person Transaction Approval Policy operates in conjunction with other aspects of the Company’s compliance program, including its Business Conduct Policies, which require that all directors, officers and employees have a duty to be free from the influence of any conflict of interest when they represent the Company in negotiations or make recommendations with respect to dealings with third parties, or otherwise carry out their duties with respect to the Company.
The Board has considered the following types of potential related person transactions and pre-approved them under the Company’s Related Person Transaction Approval Policy as not presenting material conflicts of interest:
(i)
employment of Arconic executive officers (except employment of an Arconic executive officer that is an immediate family member of another Arconic executive officer, director, or nominee for director) as long as the Compensation and Benefits Committee has approved the executive officers’ compensation;
(ii)
director compensation that the Board has approved;
(iii)
any transaction with another entity in which the aggregate amount involved does not exceed the greater of  $1,000,000 or 2% of the other entity’s total annual revenues, if a related person’s interest arises only from:
 (a)
such person’s position as an employee or executive officer of the other entity; or
 (b)
such person’s position as a director of the other entity; or
 (c)
the ownership by such person, together with his or her immediate family members, of less than a 10% equity interest in the aggregate in the other entity (other than a partnership); or
 (d)
both such position as a director and ownership as described in (b) and (c) above; or
 (e)
such person’s position as a limited partner in a partnership in which the person, together with his or her immediate family members, have an interest of less than 10%;
(iv)
charitable contributions in which a related person’s only relationship is as an employee (other than an executive officer), or a director or trustee, if the aggregate amount involved does not exceed the greater of  $250,000 or 2% of the charitable organization’s total annual receipts;
(v)
transactions, such as the receipt of dividends, in which all shareholders receive proportional benefits;
(vi)
transactions involving competitive bids;
(vii)
transactions involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and
(viii)
transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
30
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)
Transactions with Related Persons in 2017
Based on information provided by the directors, the executive officers, and the Company’s legal department, the Governance and Nominating Committee determined that there are no material related person transactions to be reported in this proxy statement. We indemnify our directors and officers to the fullest extent permitted by law against personal liability in connection with their service to the Company. This indemnity is required under the Company’s Certificate of Incorporation and the Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation and Benefits Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation and Benefits Committee.
Compensation Consultants
During 2017, the Compensation and Benefits Committee continued its retention of Pay Governance LLC as its independent compensation consultant. See “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Design—Compensation Decision-Making Process—Use of Independent Compensation Consultant.” The committee assessed Pay Governance’s independence and found no conflict of interest. In its assessment, the committee took into account the following factors:

Pay Governance provides no other services to the Company;

the amount of fees received from the Company by Pay Governance as a percentage of Pay Governance’s total revenue;

the policies and procedures that Pay Governance has in place to prevent conflicts of interest;

any business or personal relationships between the consultant(s) at Pay Governance performing consulting services and any Compensation and Benefits Committee members or any executive officer; and

any ownership of Company stock by the consultant(s).
In addition, during 2017, the Governance and Nominating Committee continued to retain Pearl Meyer & Partners to provide consultation services regarding non-employee director compensation. The committee did not find any conflict of interest with Pearl Meyer and considered the following factors in its determination:

Pearl Meyer provides no other services to the Company;

the amount of fees received from the Company by Pearl Meyer as a percentage of Pearl Meyer’s total revenue;

the policies and procedures that Pearl Meyer has in place to prevent conflicts of interest;

any business or personal relationships between the consultant(s) at Pearl Meyer performing consulting services and any Board members or any executive officer; and

any ownership of Company stock by the consultant(s).
Corporate Governance Materials Available on Arconic’s Website
The following documents, as well as additional corporate governance information and materials, are available on our website at http://www.arconic.com under “Investors—Corporate Governance—Governance and Policies”:

Certificate of Incorporation

Bylaws

Board Confidentiality Policy

Corporate Governance Guidelines

Director Independence Standards

Anti-Corruption Policy

Business Conduct Policies
31
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Corporate Governance (continued)

Code of Ethics for the CEO, CFO and Other Financial Professionals

Hiring Members (or Former Members) of Independent Public Auditors

Human Rights Policy

Insider Trading Policy

Political Contributions

Related Person Transaction Approval Policy

Charters of each of our Board committees and subcommittee
Copies of these documents are also available in print form at no charge by sending a request to Arconic Inc., Corporate Communications, 201 Isabella Street, Pittsburgh, PA 15212-5858.
Information on our website is not, and will not be deemed to be, a part of this proxy statement or incorporated into any of our other filings with the SEC.
Business Conduct Policies and Code of Ethics
The Company’s Business Conduct Policies, which have been in place for many years, apply equally to the directors and to all officers and employees of the Company, as well as those of our controlled subsidiaries, affiliates and joint ventures. The directors and employees in positions to make discretionary decisions are surveyed annually regarding their compliance with the policies.
The Company also has a Code of Ethics applicable to the CEO, CFO and other financial professionals, including the principal accounting officer, and those subject to it are surveyed annually for compliance with it. Only the Audit Committee can amend or grant waivers from the provisions of the Company’s Code of Ethics, and any such amendments or waivers will be posted promptly at http://www.arconic.com. To date, no such amendments have been made or waivers granted.
Recovery of Incentive Compensation
The Board of Directors adopted the following policy in 2006:
If the Board learns of any misconduct by an executive officer that contributed to the Company having to restate all or a portion of its financial statements, it shall take such action as it deems necessary to remedy the misconduct, prevent its recurrence and, if appropriate, based on all relevant facts and circumstances, take remedial action against the wrongdoer in a manner it deems appropriate. In determining what remedies to pursue, the Board shall take into account all relevant factors, including whether the restatement was the result of negligent, intentional or gross misconduct. The Board will, to the full extent permitted by governing law, in all appropriate cases, require reimbursement of any bonus or incentive compensation awarded to an executive officer or effect the cancellation of unvested restricted or deferred stock awards previously granted to the executive officer if: (a) the amount of the bonus or incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement; (b) the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and (c) the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded. In addition, the Board may dismiss the executive officer, authorize legal action for breach of fiduciary duty or take such other action to enforce the executive’s obligations to Arconic Inc. as the Board determines fit the facts surrounding the particular case. The Board may, in determining appropriate remedial action, take into account penalties or punishments imposed by third parties, such as law enforcement agencies, regulators or other authorities. The Board’s power to determine the appropriate punishment for the wrongdoer is in addition to, and not in replacement of, remedies imposed by such entities.
The 2009 Alcoa Stock Incentive Plan, the 2013 Arconic Stock Incentive Plan, as amended and restated, the Incentive Compensation Plan for annual cash incentives and the Arconic Internal Revenue Code Section 162(m) Compliant Annual Cash Incentive Compensation Plan each incorporate the terms of this policy.
32
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities with the SEC within specified periods. Due to the complexity of the reporting rules, the Company undertakes to file such reports on behalf of its directors and executive officers and has instituted procedures to assist them with these obligations. Based solely on a review of filings with the SEC and written representations from the Company’s directors and executive officers, the Company believes that in 2017 all of its directors and executive officers filed the required reports on a timely basis under Section 16(a), with the exception of director David P. Hess, who filed a late amendment to a timely filed Form 3 to disclose indirect ownership of Company common stock held in a revocable trust and a charitable remainder unitrust of which he is a trustee and a beneficiary.
Arconic Stock Ownership
Stock Ownership of Certain Beneficial Owners
The following shareholders reported to the Securities and Exchange Commission that they beneficially owned more than 5% of Arconic common stock as of December 31, 2017, except as noted below.
Name and Address of Beneficial Owner
Title of Class
Amount and Nature
of
Beneficial
Ownership (#)
Percent
of Class
Elliott Associates, L.P.
   c/o Elliott Management Corporation
   40 West 57th Street
   New York, NY 10019
Common Stock
51,102,1331
10.6%​
Elliott International, L.P.
   c/o Maples & Calder
   P.O. Box 309
   Ugland House, South Church Street George Town
   Cayman Islands, British West Indies
Elliott International Capital Advisors Inc.
   40 West 57th Street
   New York, NY 10019
The Vanguard Group
   100 Vanguard Boulevard
   Malvern, PA 19355
Common Stock
46,511,1492
9.66%​
Blackrock, Inc.
   55 East 52nd Street
   New York, NY 10022
Common Stock
32,715,2583
6.8%​
33
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Arconic Stock Ownership (continued)
Name and Address of Beneficial Owner
Title of Class
Amount and Nature
of
Beneficial
Ownership (#)
Percent
of Class
Orbis Investment Management Limited
   Orbis House
   25 Front Street
   Hamilton, Bermuda HM11
Common Stock
31,752,9844
6.6%​
Orbis Investment Management (U.S.), LLC
   600 Montgomery Street, Suite 3800
   San Francisco, CA 94111
Allan Gray Australia Pty Ltd
   Level 2, Challis House
   4 Martin Place
   Sydney, NSW2000
   Australia
1
As of December 19, 2017; as reported in a Schedule 13D amendment dated December 19, 2017: Elliott Associates L.P. had sole power to vote and dispose of 16,352,683 shares; Elliott International, L.P. had shared power to vote and dispose of 34,749,450 shares; and Elliott International Capital Advisors Inc. had shared power to vote and dispose of 34,749,450 shares. In addition, these Elliott entities collectively had economic exposure comparable to approximately 1.5% of the shares of common stock outstanding pursuant to certain derivative agreements disclosed in the Schedule 13D amendment.
2
As reported in a Schedule 13G amendment dated February 7, 2018, The Vanguard Group, an investment adviser, reported that it had sole power to vote or direct to vote 577,532 shares, sole power to dispose or direct the disposition of 45,836,040 shares, shared power to vote or direct to vote 104,426 of the reported shares, and shared power to dispose or direct the disposition of 675,109 shares.
3
As reported in a Schedule 13G amendment dated January 29, 2018, BlackRock, Inc., a parent holding company, reported that it had sole power to vote 28,907,987 shares and sole power to dispose of 32,715,258 shares.
4
As reported in a Schedule 13G dated February 14, 2018, Orbis Investment Management Limited, Orbis Investment Management (U.S.), LLC and Allan Gray Australia Pty Ltd reported that they may be deemed to constitute a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and as such they had sole power to vote or direct to vote 31,752,984 shares and sole power to dispose or direct the disposition of 31,752,984 shares.
34
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Arconic Stock Ownership (continued)
Stock Ownership of Directors and Executive Officers
The following table shows the ownership of Arconic common stock, deferred share units, and deferred restricted share units, as of March 15, 2018, by each director, each of the named executive officers, and all directors and executive officers (serving as of March 15, 2018) as a group.
Deferred share units provide holders with the same economic interest as if they own Arconic common stock. Upon a holder’s separation from the Company, the deferred share units are settled in cash at a value equivalent to the then-prevailing market value of our common stock.
Each Arconic deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of Arconic common stock upon settlement. Deferred amounts are paid either in a lump sum or installments, as elected by the director, upon retirement from the Board.
Name of Beneficial Owner
Shares of
Common Stock1
Deferred
Share Units2
Deferred
Restricted
Share Units3
Total
Directors
James F. Albaugh
5,000 4,409 9,409
Christopher L. Ayers
7,478 6,580 14,058
Charles P. Blankenship
41,510 41,510
Arthur D. Collins, Jr.
16,666 67,132 12,565 96,363
Elmer L. Doty
6,0004 4,409 10,409
Rajiv L. Gupta
7,521 7,521
Sean O. Mahoney
7,300 7,521 14,821
David J. Miller
1,888 1,888
E. Stanley O’Neal
46,177 12,525 58,702
John C. Plant
10,0005 3,589 12,859 26,448
Patricia F. Russo
18,3336 32,155 8,289 58,777
Ulrich R. Schmidt
3,333 3,407 7,521 14,261
Named Executive Officers
David P. Hess*
50,7817 125,326 176,107
Kenneth J. Giacobbe
40,604 40,604
Timothy D. Myers
54,810 17,046 71,856
Katherine H. Ramundo
12,780 12,780
Eric V. Roegner
121,465 1,450 122,915
Klaus Kleinfeld
638,100 638,100
Christoph Kollatz
Karl Tragl
All Directors and Executive Officers as a Group (19 individuals) 453,341 178,256 211,413 843,010
*
Also serves as a director
1
This column shows beneficial ownership of Arconic common stock as calculated under SEC rules. Unless otherwise noted, each director and named executive officer has sole voting and investment power over the shares of Arconic common stock reported. None of the shares are subject to pledge. This column includes shares held of record, shares held by a bank, broker or nominee for the person’s account, shares held through family trust arrangements, and for executive officers, share equivalent units held in the Arconic Retirement Savings Plan which confer voting rights through the plan trustee with respect to shares of Arconic common stock. This column also includes shares of Arconic common stock that may be acquired under employee stock options that are exercisable as of March 15, 2018 or will become exercisable within 60 days after March 15, 2018 as follows: Mr. Giacobbe (22,294); Mr. Myers (31,503); Ms. Ramundo (12,780); Mr. Roegner (49,867); and all executive officers as a group (148,759). No awards of stock options have been made to non-employee directors. As of March 15, 2018, individual directors and executive officers, as well as all directors and executive officers as a group, beneficially owned less than 1% of the outstanding shares of common stock.
35
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Arconic Stock Ownership (continued)
2
This column lists (i) for executive officers, deferred share equivalent units held under the Arconic Deferred Compensation Plan, and (ii) for directors, deferred share equivalent units held under the Amended and Restated Deferred Fee Plan for Directors and the Deferred Fee Plan for Directors (in effect before 2005). Each deferred share equivalent unit tracks the economic performance of one share of Arconic common stock and is fully vested upon grant, but does not have voting rights.
3
This column lists deferred restricted share units issued under the 2013 Arconic Stock Incentive Plan, as amended and restated. Each deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of Arconic common stock upon settlement. The annual deferred restricted share units to directors vest on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date, subject to continued service through the vesting date (with certain limited exceptions). Deferred restricted share units granted in lieu of cash compensation pursuant to a director’s deferral election are fully vested at grant.
4
Held by a revocable trust of which Mr. Doty and his spouse are trustees and beneficiaries.
5
Held by a trust of which Mr. Plant is the trustee and a beneficiary.
6
Held by a trust of which Ms. Russo is the trustee and a beneficiary.
7
Includes 44,166 shares held by a revocable trust, of which Mr. Hess and his spouse are trustees and beneficiaries, and 2,666 shares held by a charitable remainder unitrust, of which Mr. Hess and his spouse are trustees and beneficiaries.
36
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm
Under its written charter, the Audit Committee of the Board of Directors has sole authority and is directly responsible for the appointment, retention, compensation, oversight, evaluation and termination of the independent registered public accounting firm retained to audit the Company’s financial statements.
The Audit Committee annually evaluates the qualifications, performance and independence of the Company’s independent auditors. Based on its evaluation, the Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. PricewaterhouseCoopers LLP or its predecessor firms have served continuously as the Company’s independent auditors since 1950. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.
The Audit Committee is responsible for the approval of the engagement fees and terms associated with the retention of PricewaterhouseCoopers LLP. In addition to assuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection and evaluation of the lead audit partner and considers whether, in order to assure continuing auditor independence, there should be a regular rotation of the independent registered public accounting firm.
Although the Company’s Bylaws do not require that we seek shareholder ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions by shareholders.
The Board of Directors recommends a vote “FOR” ITEM 2, to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018.
37
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm (continued)
Report of the Audit Committee
In accordance with its written charter, the Audit Committee of the Board of Directors is responsible for assisting the Board to fulfill its oversight of:

the integrity of the Company’s financial statements and internal controls,

the Company’s compliance with legal and regulatory requirements,

the independent auditors’ qualifications and independence, and

the performance of the Company’s internal audit function and independent auditors.
It is the responsibility of the Company’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of the Company’s financial and operating internal control systems.
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for 2017 (the “independent auditors”), is responsible for performing independent audits of the Company’s consolidated financial statements and internal control over financial reporting and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America (GAAP) and on the effectiveness of the Company’s internal control over financial reporting. The independent auditors also review the Company’s interim financial statements in accordance with applicable auditing standards.
In evaluating the independence of PricewaterhouseCoopers LLP, the Audit Committee has (i) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the audit firm’s communications with the Audit Committee concerning independence, (ii) discussed with PricewaterhouseCoopers LLP the firm’s independence from the Company and management and (iii) considered whether PricewaterhouseCoopers LLP’s provision of non-audit services to the Company is compatible with the auditor’s independence. In addition, the Audit Committee has assured that the lead audit partner is rotated at least every five years in accordance with Securities and Exchange Commission and PCAOB requirements, and considered whether there should be a regular rotation of the audit firm itself in order to assure the continuing independence of the outside auditors. The Audit Committee has concluded that PricewaterhouseCoopers LLP is independent from the Company and its management.
The Audit Committee has reviewed with the independent auditors and the Company’s internal auditors the overall scope and specific plans for their respective audits, and the Audit Committee regularly monitored the progress of both in assessing the Company’s compliance with Section 404 of the Sarbanes-Oxley Act, including their findings, required resources and progress to date.
At every regular meeting, the Audit Committee meets separately, and without management present, with the independent auditors and the Company’s Vice President—Internal Audit to review the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s accounting and financial reporting. The Audit Committee also meets separately at its regular meetings with the Chief Financial Officer and the Chief Legal Officer, and meets separately twice a year with the Chief Ethics and Compliance Officer.
The Audit Committee has met and discussed with management and the independent auditors the fair and complete presentation of the Company’s financial statements. The Audit Committee has also discussed and reviewed with the independent auditors all communications required by GAAP, including those described in Auditing Standards No. 16, “Communication with Audit Committees”, as adopted by the PCAOB. The Audit Committee has discussed significant accounting policies applied in the financial statements, as well as alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with both management and the independent auditors.
38
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm (continued)
Relying on the foregoing reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board approved, inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the Securities and Exchange Commission. In addition, the Audit Committee has approved, subject to shareholder ratification, the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018.
The Audit Committee
Ulrich R. Schmidt, Chair
James F. Albaugh
Christopher L. Ayers
David P. Hess
Sean O. Mahoney
E. Stanley O’Neal

February 15, 2018
Audit and Non-Audit Fees
The following table shows fees for professional services rendered by PricewaterhouseCoopers LLP (PwC) for the past two fiscal years ended December 31 (in millions):
2017
2016
Audit Fees $ 10.2 $ 14.7
Audit-Related Fees $ 0.1 $ 5.1
Tax Fees $ 0.1 $ 0.3
All Other Fees $ 0.0 $ 0.0
The Audit Committee has adopted policies and procedures for pre-approval of audit, audit-related, tax and other services, and for pre-approval of fee levels for such services. See “Attachment  A—Pre-Approval Policies and Procedures for Audit and Non-Audit Services.” All services set forth in the table above were approved by the Audit Committee before being rendered.
Audit Fees include the base audit fee, effects of foreign currency exchange rates on the base audit fee, scope adjustments to the base audit requirements, and accounting and audit advisory services. The decrease in audit fees from 2016 to 2017 was principally due to 2016 nonrecurring fees paid to PwC through November 1, 2016 relating to the audit of the financial statements of the Alcoa Corporation business in anticipation of the separation.
Audit-Related Fees include due diligence services for acquisitions and divestitures, audits of employee benefit plans, agreed-upon or expanded audit procedures for accounting or regulatory requirements, information system controls procedures, and review or verification of reported sustainability information. This category also includes 2016 fees associated with the audit and review by PwC of carve-out financial statements of the Alcoa Corporation business. The decrease in audit-related fees from 2016 to 2017 was principally due to the nonrecurring 2016 fees for the carve-out audit of Alcoa Corporation.
Tax Fees include U.S. federal, state and local tax support and international tax support.
All Other Fees include benchmarking services across a number of Arconic entities.
39
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Item 3 Advisory Approval of Executive Compensation
As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Board of Directors is asking you to approve, on an advisory basis, the executive compensation programs and policies and the resulting 2017 compensation of the individuals listed in the “2017 Summary Compensation Table” on page 56 (our “named executive officers”), as described in this proxy statement.
Because the vote is advisory, the result will not be binding on the Compensation and Benefits Committee and it will not affect, limit or augment any existing compensation or awards. The Compensation and Benefits Committee will, however, take into account the outcome of the vote when considering future compensation arrangements.
The Board has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis, at least until the next required advisory vote on the frequency of shareholder votes in 2023. The next advisory vote on executive compensation will occur at the 2019 Annual Meeting of Shareholders.
We believe you should read the Compensation Discussion and Analysis and the compensation tables in determining whether to approve this proposal.
The Board of Directors recommends approval of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion, is hereby APPROVED.”
The Board of Directors recommends a vote “FOR” ITEM 3, to approve, on an advisory basis, the compensation of the Company’s named executive officers, as stated in the above resolution.
Compensation Committee Report
The Compensation and Benefits Committee (the “Committee”) has:
1.
reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement; and
2.
based on the review and discussions referred to in paragraph (1) above, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2018 Annual Meeting of Shareholders.
The Compensation and Benefits Committee
Arthur D. Collins, Jr., Chair
Elmer L. Doty
Rajiv L. Gupta
John C. Plant
Patricia F. Russo

February 15, 2018
40
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) includes the compensation and benefits of our named executive officers (our NEOs) with respect to fiscal year 2017 and the related decisions made by the Compensation and Benefits Committee (the “Compensation Committee”). For 2017, our NEOs are:
David P. Hess Interim Chief Executive Officer
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer
Timothy D. Myers Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions
Katherine H. Ramundo Executive Vice President, Chief Legal Officer and Secretary
Eric V. Roegner Executive Vice President and Group President, Engineered Products and Solutions
Klaus Kleinfeld Former Chairman and Chief Executive Officer
Christoph Kollatz Former Executive Vice President, Corporate Development, Strategy and New Ventures
Karl Tragl Former Executive Vice President and Group President, Engineered Products and Solutions
Key Compensation Practices
We are committed to executive compensation practices that drive performance, mitigate risk and align the interests of our leadership team with the interests of our shareholders. Below is a summary of best practices that we have implemented and practices that we avoid because we believe they are not in the best interests of Arconic or our shareholders.
WHAT WE DO
WHAT WE DON’T DO

Pay for Performance—We link compensation to measured performance in key financial and non-financial areas. The Company’s strategic priorities are reflected in its metrics at the corporate, group and individual levels.

Cancellation of Unvested Equity Awards Upon Termination of Employment—Unvested equity awards are generally forfeited upon termination of employment, other than in connection with disability, death or change-in-control, or if retirement-eligible.

Robust Stock Ownership Guidelines—All officers, directors, as well as senior executives, are subject to stock ownership guidelines to align their interests with shareholders’ interests.

Double-Trigger Change-in-Control Provisions—Equity awards for all NEOs require a “double-trigger” of both a change-in-control and termination of employment for vesting acceleration benefits to apply.

Active Engagement with Investors—We engage with investors throughout the year to obtain comments and insights that guide our executive compensation programs.

Independent Compensation Consultant—The Compensation Committee retains a compensation consultant, which is independent and without conflicts of interest with Arconic.

Conservative Risk Profile—We apply varied performance measures in incentive programs to mitigate risk that executives will be motivated to pursue results with respect to any one performance measure to the detriment of Arconic as a whole.

Claw-Back Policy—Both our annual cash incentive compensation plan and our stock incentive plan contain “claw-back” provisions providing for reimbursement of incentive compensation from NEOs in certain circumstances.

No Guaranteed Bonuses—Our annual incentive compensation plan is performance-based and does not include any minimum payment levels.

No Parachute Tax Gross-Ups—As amended effective February 27, 2017, our Change in Control Severance Plan provides that no excise or other tax gross-ups will be paid.

No Accelerated Vesting of Equity Outside of a Double-Trigger Change-in-Control

No Short Sales, Derivative Transactions or Hedging—We do not allow short sales or derivative or speculative transactions in, or hedging of, Arconic securities by our directors, officers or employees. Directors and certain officers are also prohibited from pledging Arconic securities as collateral.

No Dividends on Unvested Equity Awards—We do not pay dividends or dividend equivalents on unvested equity awards, but accrue dividends that only vest if the award vests.

No Multi-Year Employment Contracts—The Compensation Committee’s policy is to not enter into multi-year employment contracts with senior executives providing for guaranteed annual bonus or equity compensation.

No Share Recycling or Option Repricing—Our equity plans prohibit share recycling, the adding back of shares tendered in payment of the exercise price of a stock option award or withheld to pay taxes and repricing underwater stock options.

No Significant Perquisites—We limit the perquisites we pay to our NEOs to those that serve reasonable business purposes.
41
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)
Executive Summary
Our Business
Arconic is a global leader in lightweight metals engineering and manufacturing. Arconic’s innovative, multi-material products, which include aluminum, titanium, and nickel, are used worldwide in aerospace, automotive, commercial transportation, packaging, building and construction, oil and gas, defense, consumer electronics, and industrial applications.
Arconic is a global company operating in 18 countries and our operations consist of three worldwide reportable segments: Engineered Products and Solutions, Global Rolled Products, and Transportation and Construction Solutions.
2017 was Arconic’s first full year of operations following our separation from Alcoa Corporation, which became effective in November 2016.
Leadership Team Transition
In 2017, Arconic experienced a number of key management transitions. Klaus Kleinfeld stepped down as Chairman and Chief Executive Officer (CEO) in April 2017, and David Hess served as our Interim CEO while we conducted an extensive search for a permanent CEO. A special CEO Search Committee of the Board, comprising six directors, led a thoughtful and deliberative search for the Company’s permanent CEO, which culminated in the selection and appointment by the Board of Charles Blankenship. On October 23, 2017, Arconic announced that Mr. Blankenship would become our CEO effective as of January 15, 2018.
Additional management changes in 2017 included the resignations of Kay Meggers as Executive Vice President and Group President, Global Rolled Products (GRP), in May 2017; Christoph Kollatz as Executive Vice President, Corporate Development, Strategy and New Ventures, in September 2017; and Karl Tragl as Executive Vice President and Group President, Engineered Products and Solutions (EP&S), in October 2017. Eric Roegner was promoted in May 2017 to the position of Executive Vice President and Group President, GRP, to replace Mr. Meggers. In October 2017, Mr. Roegner was appointed Group President of EP&S, and Tim Myers, Executive Vice President and Group President, Transportation and Construction Solutions (TCS), took on the added role of Group President of GRP. GRP and TCS were brought under a single executive leader to further streamline the Company’s management structure.
Throughout this CD&A, except as otherwise noted, we have included Mr. Kleinfeld’s targeted compensation when discussing the compensation of our CEO and NEOs. Due to the unique circumstances that applied to Mr. Hess, our Interim CEO, we have included a separate discussion of the compensation he earned as Interim CEO. Because Mr. Blankenship was not employed by Arconic in 2017, his compensation does not appear in the compensation tables that follow this CD&A, and except where specifically noted, we generally have not included him in our discussion of the 2017 compensation decisions that affect our other NEOs. We have, however, included below a discussion of the key terms of Mr. Blankenship’s 2018 compensation.
Investor Feedback and Implementation of our 2017 Compensation Strategy
The separation of Arconic from Alcoa Corporation in November 2016 presented an opportunity for Arconic to focus our executive compensation practices on Arconic’s unique needs and opportunities to better align with industry best practices. Prior to the separation, the Company’s directors and management took advantage of the expanded dialogue with investors concerning separation plans to also obtain investor insights related to their policies on compensation and governance matters and to obtain their comments on the Alcoa Inc. compensation plans and recommendations for compensation practices to be adopted by Arconic after the separation. In addition, Arconic management and the Compensation Committee reviewed the best practices of comparable companies with respect to compensation design and mix, short-term and long-term performance metrics, long-term incentive mix by award type, performance periods, vesting provisions, short-term and
42
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)
long-term incentive payout history, and stock ownership guidelines. The Compensation Committee took all of these factors into account when designing and implementing Arconic’s compensation structure and performance-based compensation framework for 2017, including as follows:
Shareholder Feedback & Best Practices
from Market Study*
Our Responses/Changes
Emphasize performance-based equity awards We affirmed our industry leading practice of granting 80% of long-term incentive awards for NEOs in the form of performance shares, the highest proportion in the market study*
Establish long-term targets for performance-based restricted share units (RSUs) Beginning in 2017, performance RSUs are earned based on 3-year targets set at the beginning of the 3-year performance period
Consider incentive metrics that are strongly linked to shareholder value and based on relative performance
Beginning in 2017, we implemented a new incentive compensation structure, including:

A return metric (return on net assets) for performance RSUs

A relative total shareholder return (TSR) multiplier for performance RSUs
*
Market study of 17 companies in Arconic’s CEO peer group
2017 Company Performance
Arconic’s revenue was $12.96 billion, up 5% year over year, driven by higher volumes across all business segments and higher aluminum prices, partially offset by the impact of the planned ramp-down of the Company’s Tennessee Packaging operations and unfavorable product pricing and mix.
Net loss attributable to Arconic was $74 million, or $0.28 per diluted share, versus net loss of  $941 million, or $2.31 per share, in the full year 2016. Excluding the impact of special items, 2017 adjusted income was $618 million, or $1.22 per share, versus $505 million, or $0.98 per share, in 2016. Consolidated adjusted EBITDA excluding special items was $1.9 billion, up 9% year over year. Consolidated adjusted EBITDA margin excluding special items was 14.3%, up 60 basis points year over year, including a 110 basis point year-over-year negative impact of higher aluminum prices, LIFO and metal lag.
Arconic continued its progress on cost reduction with net cost savings of  $232 million or 1.8% of revenue. We delivered an improvement of  $111 million year over year in selling, general and administrative expenses (SG&A) excluding special items.
Arconic redeemed $1.25 billion of debt, ending the year with debt of  $6.8 billion and cash on hand of  $2.15 billion. Cash from operations in 2017 was $701 million. Free Cash Flow for the year was $105 million.
Segment performance in 2017 included the following:

Engineered Products and Solutions revenue of  $5.9 billion, up 4% year over year; Adjusted EBITDA of  $1.2 billion, up 2% year over year; and an Adjusted EBITDA margin of 20.6%, down 30 basis points year over year.

Global Rolled Products revenue of  $5.0 billion, up 3% year over year; Adjusted EBITDA of  $599 million, up 4% year over year; and an Adjusted EBITDA margin of 12.0%, up 10 basis points year over year, including a 140 basis point negative impact of higher aluminum prices.

Transportation and Construction Solutions revenue of  $2.0 billion, up 10% year over year; Adjusted EBITDA of  $321 million, up 10% year over year; and an Adjusted EBITDA margin of 16.2%, up 10 basis points year over year, including a 120 basis point negative impact of higher aluminum prices.
See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP (accounting principles generally accepted in the United States of America) measures and management’s rationale for the non-GAAP financial measures used in this CD&A.
43
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)
2017 Incentive Results
Consistent with the Company’s pay-for-performance practices, a shortfall against targets in 2017 resulted in payouts that were below target for annual incentive compensation and slightly below target for long-term incentive compensation. The corporate annual incentive compensation plan had a payout of 63.1% based on 2017 performance against the targets set under the plan. The long-term incentive payout was 95.7% based on 2017 performance against targets applicable to the second tranche of the 2016 performance-based restricted share unit awards and the final tranche of the 2015 performance-based restricted share unit awards. Performance-based restricted share unit awards granted in 2017 are based on a three-year performance period for the years 2017–2019.
Compensation Philosophy and Design
Arconic’s executive compensation philosophy to provide pay for performance and shareholder alignment underlies our compensation structure whose design is based on four guiding principles:

Make equity long-term incentive (LTI) compensation the most significant portion of total compensation for senior executives and managers, increasing the portion of performance-based equity incentives with the level of responsibility.

Choose annual incentive compensation (IC) metrics and LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers.

Set IC and LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth.

Target total compensation at median, while using IC and LTI compensation to motivate performance and to attract and retain exceptional talent.
44
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)
Arconic’s Executive Compensation Design Relies on a Diversified Mix of Pay Elements
Compensation Type
Principle
Design/Structure
Base Salary

Target total direct compensation, including base salary, at median of market to provide competitive pay

For CEO compensation, including base pay, we used a custom peer group of 17 industrial companies of a similar size and in similar industries in which Arconic operates. For other executives, we used Willis Towers Watson survey data for companies heavily weighted towards industrials with revenues between $7 billion and $26 billion
Short-Term
Annual
Incentive
Compensation

Choose annual IC weighted metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers

Set IC targets that challenge management to achieve continuous improvement in performance and deliver long-term growth

Take into account individual performance contributing to the success of the Company

NEO annual incentives are paid in cash and determined through a three-step performance measurement process:
1.
Initial Threshold Performance Goal: Corporate Performance Measures
2.
Financial and Non-Financial Goals: Weighted Metrics (0%–200% payout)
3.
Individual NEO Performance: Individual Multiplier to Plan Results (0%–150%)

Performance goals based on 90% financial and 10% non-financial metrics:
1.
Financial metrics split 45% each between Earnings Before Interest and Tax (EBIT) and Free Cash Flow to incentivize management to deliver profitable growth and efficient allocation of capital
2.
10% non-financial metrics based on safety and diversity
Long-Term
Incentives

Make LTI equity the most significant portion of total compensation for senior executives and managers, increasing the portion of equity based on performance with the level of responsibility

Set LTI target grant levels in line with median among industry peers that are competitive to attract, retain and motivate executives and factor in individual performance and future potential for long-term retention

Choose LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers

Set LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth

Beginning in 2017, grants of performance-based restricted share units that vest based on achievement of 3-year performance targets to emphasize long-term value creation

Stock options vest ratably over three years following the grant date and have value only to the extent of share price appreciation

To highlight Arconic’s focus on long-term capital efficiency and profitable growth:
1.
50% of 2017–2019 performance-based RSUs are based on return on net assets (RONA)
2.
25% of 2017–2019 performance-based RSUs are based on revenue growth
3.
25% of 2017–2019 performance-based RSUs are based on adjusted EBITDA margin

Measure performance relative to peers by applying a relative TSR multiplier at the end of the 2017–2019 performance period:
1.
Up to -10% for TSR below median
2.
Up to +10% for TSR above median (plan capped at 200% overall)
45
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)
Long-Term Incentive Mix
Consistent with our pay-for-performance philosophy, the following shows the proportion of performance-based long-term incentive awards granted to our CEO compared to the median proportion of performance-based long-term incentive awards granted to our CEO peer group in 2017:
[MISSING IMAGE: tv483998_chrt-pie.jpg]
The Compensation Committee has endorsed the Company’s strong adherence to the compensation principles of pay-for-performance and the emphasis on equity as a major component of the compensation package to ensure shareholder alignment. Consistent with this philosophy, in 2017, our former Chairman and CEO received 80% of his equity award in the form of performance-based restricted share units. In 2018, 80% of Mr. Blankenship’s regular annual equity award was made in the form of performance-based restricted share units. This was the highest percentage compared to the 17 companies in our CEO peer group, based on such companies’ prior year disclosures (see “CD&A— Comparator Peer Groups” for the list of the peers). As discussed more fully below, Mr. Blankenship also received special, one-time grants of restricted share units and stock options subject to time-based vesting in connection with his commencement of employment with us.
Arconic’s other NEOs have the same proportion of performance-based awards to time-vested awards as Arconic’s CEO, although such proportion may be different to the extent a NEO assumed his or her leadership position following the date on which annual grants are made.
Challenging Payout Curves
The Compensation Committee has continued the practice of setting payout curves with a steep drop-off below target to incentivize hitting target and flatter curve above target so that higher payouts can only be earned with significant performance above target.
Under the 2017 annual IC plan:

earning 50% of the payout for the EBIT metric required performance at 91% of target; and

earning 150% payout level required performance at 118% of target.
Under the 2017 LTI plan:

earning 50% of the payout for the RONA metric required performance at 80% of target; and

earning 150% payout level required performance at 130% of target.
Investor Engagement and Benchmarking
We actively engage in compensation and governance-related discussions with investors throughout the year to obtain comments and insights that guide our executive compensation programs. Conversations with governance and compensation professionals at our investors help us understand investor priorities and provide us with guidance on our compensation and governance practices.
46
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)
The Compensation Committee implemented changes to Arconic’s executive compensation programs for 2017 and beyond that reinforce a commitment to best-in-class compensation and governance practices. Beginning in September 2015, when the Company announced the planned separation of Alcoa, through the end of 2016, the Chairman and CEO, the Lead Director and the Compensation Committee Chairman had more than 80 meetings with portfolio managers, investor governance officials and proxy advisory firms to discuss separation plans and obtain investor insights and recommendations for Arconic’s 2017 executive compensation and governance practices.
The Company also did an exhaustive benchmarking study of companies with a strong track record in executive compensation practices and analyzed the proxy statements of the 17 companies in Arconic’s CEO peer group (see “CD&A—Comparator Peer Groups”). The study addressed compensation design and mix, short-term and long-term performance metrics, long-term incentive mix by award type, performance periods, vesting provisions, short-term and long-term incentive payout history, stock ownership guidelines and change-in-control provisions. In several instances, the study identified practices that were ideally suited to the specific profile of Arconic.
The investor insights and the peer benchmarking study guided the Compensation Committee in the 2017 design of Arconic’s executive compensation programs and practices.
In 2017, our ongoing dialogue with investors continued, with approximately 50 meetings between management and/or Board members and our shareholders.
Compensation Decision-Making Process
Use of Independent Compensation Consultant. The Compensation Committee has authority under its charter to retain its own advisors, including compensation consultants. In 2017, the Compensation Committee directly retained Pay Governance LLC, which is independent and without conflicts of interest with the Company. See “Corporate Governance—CompensationConsultants” on page 31. Pay Governance provided advice, as requested by the Compensation Committee, on the amount and form of certain executive compensation components, including, among other things, executive compensation best practices, insights concerning SEC and say-on-pay policies, analysis and review of the Company’s compensation plans for executives and advice on setting the CEO’s compensation. Pay Governance also provided advice on the Compensation Discussion and Analysis in this proxy statement, and advice regarding director compensation of the Board Chair. We use comparative compensation data from the proxy statements of the CEO peer group and survey data from Willis Towers Watson to help evaluate whether our compensation programs are competitive with the market. The latter is not customized based on parameters developed by Willis Towers Watson. Willis Towers Watson does not provide any advice or recommendations to the Compensation Committee on the amount or form of executive or director compensation.
Use of Peer Groups and Tally Sheets. The Compensation Committee uses peer group data to determine the target compensation levels of our CEO and other NEOs. We target the median of the applicable peer group in setting targeted annual direct compensation of each of our NEOs. The Compensation Committee also reviews tally sheets that summarize various elements of historic and current compensation for each NEO in connection with making annual compensation decisions. This information includes compensation opportunity, actual compensation realized, and wealth accumulation. We have found that the tally sheets help us synthesize the various components of our compensation programs in making decisions.
Conservative Compensation Risk Profile. We evaluate the risk profile of our compensation programs when establishing policies and approving plan design. These evaluations have noted numerous factors that effectively manage or mitigate compensation risk, including the following:

A balance of corporate and business unit weighting in incentive compensation programs;

A balanced mix between short-term and long-term incentives;

Caps on incentives;

Use of multiple performance measures in the annual cash incentive compensation plan and the equity incentive plan;

Discretion retained by the Compensation Committee to adjust awards;

Stock ownership guidelines requiring holding substantial equity in the Company until retirement;

Claw back policies applicable to all forms of incentive compensation;
47
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)

Anti-hedging provisions in the Company’s Insider Trading Policy; and

Restricting stock options to 20% of the value of equity awards to senior officers.
In addition, (i) no business unit has a compensation structure significantly different from that of other units or that deviates significantly from the Company’s overall risk and reward structure; (ii) unlike financial institutions involved in the financial crisis, where leverage exceeded capital by many multiples, the Company has a conservative leverage policy; and (iii) compensation incentives are not based on the results of speculative trading. In 1994, the Board of Directors adopted resolutions creating the Strategic Risk Management Committee with oversight of hedging and derivative risks and a mandate to use such instruments to manage risk and not for speculative purposes. As a result of these evaluations, we have determined that it is not reasonably likely that risks arising from our compensation and benefit plans would have a material adverse effect on the Company.
Tax Deductibility and our Incentive Compensation Plans. Section 162(m) of the Internal Revenue Code, as amended by the recently enacted Tax Cuts and Jobs Act, restricts deductibility for federal income tax purposes of annual individual compensation in excess of  $1 million to the NEOs, effective for tax years beginning after 2017, subject to a transition rule for written binding contracts which were in effect on November 2, 2017, and which are not modified in any material respect on or after such date. Prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m)’s deductibility limitation was subject to an exception for compensation that qualified as “performance-based.”
Certain of our compensation programs were designed to permit Arconic to qualify for the performance-based exception, although Arconic reserved the right to pay compensation that did not qualify as “performance-based.” In furtherance of such qualification, we have in the past asked shareholders to approve our 2009 and 2013 Arconic Stock Incentive Plans, the Incentive Compensation Plan for annual cash incentives and the Arconic Internal Revenue Code Section 162(m) Compliant Annual Cash Incentive Compensation Plan, including limitations that were required to be included in those plans. Now that the exception is no longer available, Arconic need not attempt to qualify for it by complying with those limitations. However, the Company intends to fit within the transition rule referred to above, for 2017 compensation described herein, to the extent that the Compensation Committee determines that to be in the interest of the Company.
Compliance with Stock Ownership Guidelines. Our stock ownership requirements further align the interests of management with those of our shareholders by requiring executives to hold substantial equity in Arconic until retirement. Our stock ownership guidelines require that the CEO retain equity equal in value to six times his base salary and that each of the other NEOs retain equity equal in value to three times salary. Unlike many of our peers, we do not count any unvested or unexercised options, restricted share units, performance-based restricted share units or any stock appreciation rights towards compliance purposes. Our guidelines reinforce management’s focus on long-term shareholder value and commitment to the Company. Until the stock ownership requirements are met, each executive is required to retain until retirement 50% of shares acquired upon vesting of restricted share units (including performance-based restricted shares units) or upon exercise of stock options that vest after March 1, 2011, after deducting shares used to pay for the option exercise price and taxes. As of January 31, 2018, Mr. Roegner has met the guidelines. The other continuing NEOs—Messrs. Giacobbe and Myers and Ms. Ramundo—who were appointed to their current positions within the past two years, have not yet met the guidelines.
Limits on Hedging/Pledging Arconic Securities. Short sales of Arconic securities (a sale of securities which are not then owned) and derivative or speculative transactions in Arconic securities by our directors, officers and employees are prohibited. No director, officer or employee or any designee of such director, officer or employee is permitted to purchase or use financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Arconic securities. Directors and officers subject to Section 16 of the Securities Exchange Act of 1934 are prohibited from holding Arconic securities in margin accounts, pledging Arconic securities as collateral, or maintaining an automatic rebalance feature in savings plans, deferred compensation or deferred fee plans.
48
[MISSING IMAGE: lg_arconichoriz-pn.jpg]

TABLE OF CONTENTS
2018 Proxy Statement   ​
Executive Compensation — Compensation Discussion and Analysis (continued)
Change in Control (CIC) Severance Plan
To align with best practices, the Compensation Committee on January 13, 2017 approved amendments to the existing CIC Severance Plan to adhere to best practices. Effective February 27, 2017 the following plan changes took effect:

Eliminated grandfathered modified single trigger, for which Mr. Kleinfeld was the only remaining eligible participant.

Eliminated grandfathered excise tax reimbursement benefit, for which Mr. Kleinfeld was the only remaining eligible participant.

Raised the threshold triggering a CIC from 20% to 30% of shares or total voting power that are acquired.

Reduced severance benefit levels of all participants except the CEO, whose benefit levels are in line with market practice.
In addition, on February 1, 2018, the CIC Severance Plan was amended to, among other things, r