Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Letter Agreement with Chief Executive Officer
On August 1, 2019, Arconic Inc. (the “
Company
”)
entered into a letter agreement with John C. Plant providing for an extension of Mr. Plant’s term of employment as Chief
Executive Officer, which was originally scheduled to conclude on February 6, 2020, through the earlier of August 6, 2020 and the
date on which the expected separation of the Company’s engineered products and forging and global rolled products businesses
through a spinoff of one of such businesses (the “
Separation
”) occurs. The letter agreement provides that if
the Separation occurs prior to August 6, 2020, Mr. Plant will serve as an Advisor to the Company and its Board of Directors through
August 6, 2020.
In connection with the extension of Mr.
Plant’s term of employment, the letter agreement provides that the Company will grant to Mr. Plant: (i) a time-vesting restricted
stock unit award relating to 400,000 shares of common stock of the Company, par value $1.00 per share (the “
Common Stock
”),
vesting on August 6, 2020, subject to Mr. Plant’s continued employment through such date, provided that a prorated portion
of such restricted award would vest upon a termination of Mr. Plant’s employment by Mr. Plant for good reason or due to Mr.
Plant’s death or disability, and such award would vest upon a termination of Mr. Plant’s employment by the Company
without cause or upon the occurrence of a change in control of the Company, and (ii) a performance-vesting restricted stock unit
award relating to 200,000 shares of Common Stock, divided into four tranches, each comprised of 50,000 shares of Common Stock,
vesting with respect to one tranche, on August 6, 2020, generally subject to occurrence of the Separation prior to such date and
to Mr. Plant’s continued employment through such date (the “
Separation-related Tranche
”), and with respect
to the remaining three tranches, on the later of August 6, 2020 and the date of achievement of Common Stock price thresholds of
$32, $34, and $36, respectively, no later than August 6, 2021, subject to Mr. Plant’s continued employment through August
6, 2020 (the “
Stock Price-related Tranches
”), provided that a prorated portion of each of the four tranches
would vest upon a termination of Mr. Plant’s employment by Mr. Plant for good reason or due to Mr. Plant’s death or
disability (subject, in the case of the Stock Price-related Tranches, to achievement of the underlying performance goals), and
each of the four tranches would vest upon a termination of Mr. Plant’s employment by the Company without cause or upon the
occurrence of a change in control of the Company (subject to achievement of the underlying performance goals, except that the Separation-related
Tranche would vest irrespective of achievement of the underlying performance goal upon the occurrence of a change in control).
The foregoing description of the letter
agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement
filed herewith as Exhibit 10.1.
Departure of President and Chief Operating Officer
On
August 2, 2019, the Company announced that Elmer Doty, President and Chief Operating Officer, will separate from employment with
the Company, effective August 16, 2019. Mr. Doty will continue to serve as a non-employee director of the Company. Mr. Doty’s
separation from employment will constitute a termination by the Company without cause for purposes of the letter agreement between
Mr. Doty and the Company dated February 15, 2019.