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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22, 2025
HOWMET AEROSPACE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-3610 | 25-0317820 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 201 Isabella Street, Suite 200 | |
| Pittsburgh, Pennsylvania | 15212-5872 |
| (Address of Principal Executive Offices) | (Zip Code) |
Office of Investor Relations (412) 553-1950
Office of the Secretary (412) 553-1940
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | HWM | New York Stock Exchange |
| $3.75 Cumulative Preferred Stock, par value $100 per share | HWM PR | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 20, 2025, after 21 years of service to Howmet Aerospace Inc. (“Howmet” or the “Company”) and in turning 60, Ken Giacobbe, Executive Vice President and Chief Financial Officer, has decided to retire on December 31, 2025. Mr. Giacobbe has been a valued contributor to Howmet’s success. He has been a trusted partner to John Plant, Executive Chairman and Chief Executive Officer, and an invaluable resource to the Company’s Board of Directors and the businesses within Howmet. From December 1 to December 31, 2025, Mr. Giacobbe will serve as special advisor to Mr. Plant. The Company wishes Mr. Giacobbe well in his retirement.
Effective December 1, 2025, Patrick Winterlich will join Howmet as Executive Vice President and Chief Financial Officer. Mr. Winterlich most recently was Executive Vice President and Chief Financial Officer at Hexcel Corporation (“Hexcel”). He joined Hexcel in 1998 and has held roles of increasing responsibility in Finance, Operations, and Information Technology, prior to assuming his current role as Executive Vice President and Chief Financial Officer at Hexcel in 2017. Mr. Winterlich will be based in Howmet’s Global Headquarters in Pittsburgh, Pennsylvania.
Mr. Winterlich’s compensation will include: annual base salary of $700,000; annual opportunity for variable cash incentive compensation of 100% of base salary if targets are met, with an opportunity for a higher payout for exceptional individual and Company performance; and an annual equity award with a target of $2,000,000, consisting of time-vested and performance-based awards (with an opportunity for a higher payout of the performance-based award for exceptional Company performance) and subject to the provisions of the Company’s stock incentive plan at the time of grant. If Mr. Winterlich is involuntarily terminated without cause within five years of his date of hire, any outstanding unvested annual equity awards will not be forfeited but will continue to vest on the original vesting schedule. Mr. Winterlich will also receive a sign-on cash bonus of $800,000 and relocation assistance, as well as other benefits provided to executive officers of the Company as described in the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 16, 2025, including participation in the Company’s Executive Severance Plan and Change in Control Severance Plan. The Company will enter into an indemnification agreement with Mr. Winterlich, which the Company has entered into with each of its officers to supplement the indemnification coverage provided by the Company’s Certificate of Incorporation and Bylaws and the Delaware General Corporation Law (see the Form of Indemnification Agreement between the Company and individual directors or officers, incorporated by reference to exhibit 10.1 to the Form 8-K filed by the Company with the SEC on January 25, 2018). Mr. Winterlich has also entered into a confidentiality, non-competition and non-solicitation agreement, which includes a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of one year following termination of employment for any reason. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement with Mr. Winterlich filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Letter Agreement, by and between Howmet Aerospace Inc. and Patrick Winterlich, dated October 20, 2025. |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
Confidential
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOWMET AEROSPACE INC. | ||
| Dated: October 22, 2025 | By: | /s/ Neil E. Marchuk |
| Name: | Neil E. Marchuk | |
| Title: | Executive Vice President and Chief Administrative Officer | |
Exhibit 10.1
 |
201 Isabella Street Pittsburgh, PA 15212 |
October 20, 2025
Patrick Winterlich
Via email
Dear Patrick,
On behalf of Howmet Aerospace, I am pleased to offer you the position of Executive Vice President and Chief Financial Officer reporting to John Plant, Chairman & CEO, based in Pittsburgh, PA. Our Pittsburgh office currently operates on a hybrid schedule, and you will be expected to work from the office on at least Mondays, Wednesdays, and Thursdays, and any other additional weekdays as may be required.
The total compensation package, subject to approval by the Compensation and Benefits Committee of the Board of Directors, includes annual base salary and substantial additional long-term compensation opportunities as summarized below.
Salary:
Your annual base salary will be $700,000 paid on a monthly basis in accordance with the Company’s normal payroll practices, and subject to all applicable taxes and withholdings. Salary reviews typically take place on an annual basis with increases effective March 1st.
Incentive Compensation:
You will be eligible for target annual Incentive Compensation of 100% of your base salary, or $700,000 for a full year, if targets are met. Actual payouts could be higher or lower than target depending on individual and business performance.
Sign-On Cash Payments:
You will receive a sign-on cash bonus with a total value of $800,000 as soon as administratively feasible after your start date, less any applicable tax withholding. Should you voluntarily terminate your employment with the Howmet for any reason in the first 24 months after your start date, you agree to reimburse the company for your sign-on cash payment.
Annual Equity Awards:
Each year you will be eligible for an annual equity award, typically granted in February, based on the guidelines for executives at your level. Your grant will be subject to the provisions of the Howmet Stock Incentive Plan at the time of grant. The design of the program is reviewed each year and is subject to change.
Confidential
| Page |
For your 2026 annual award, you will receive an equity award of $2,000,000 granted as 40% time-vested restricted stock units and 60% performance-based restricted stock units. The award will vest 3 years from the date of grant, subject to your continued employment through the vesting date.
However, if you are involuntarily terminated without cause within five years of your date of hire, any outstanding unvested annual equity awards will not be forfeited but will continue to vest on the original vesting schedule.
Equity Ownership Requirements:
Consistent with Company’s efforts to align the interests of its senior leadership with the interests of shareholders, the Company has adopted equity ownership requirements for senior executives. You will be subject to these requirements, currently 3.0 times base salary for executives at your level, during your employment with the Company. Until equity ownership requirements are met, you are required to retain 50% of shares acquired upon vesting of restricted stock units and performance-based restricted stock units or upon exercise of stock options, after deducting those used to pay for applicable taxes and/or the exercise price.
Benefits:
You will be eligible to participate in all Howmet employee benefit plans offered at your location, including health care, life insurance, and disability coverage. Details of these plans will be sent to you separately.
Retirement Savings Plan:
Howmet offers a tax qualified 401(k) savings plan and a non-qualified deferred compensation plan to help you save toward retirement. Details will be sent to you separately and are subject to plan terms and conditions. Current company contributions are:
| · | 3% of your base salary and incentive compensation, and |
| · | a match of your deferred pre-tax savings dollar-for-dollar up to 6% of your base pay. |
Severance:
You will be designated as a Tier II Employee under the Company’s Executive Severance Plan and the Company’s Change in Control Severance Plan., subject to approval by the Compensation and Benefits Committee. Your participation in such plans is subject to the terms and conditions of such plans as in effect from time to time.
Transfer and Relocation:
Howmet provides a Transfer and Relocation Plan to help facilitate your move to Pittsburgh, PA. Should you voluntarily elect to leave Howmet in the first 24 months of employment, you agree to reimburse the company for the cost incurred for the Transfer and Relocation Plan. You will have 12 months from date of hire to take advantage of this benefit. Details of this Plan will be sent to you separately. If you choose not to relocate from your current home location to your new work location, please note that Howmet does not reimburse commuting expenses between these locations. In addition, to help with the transition, you will receive a lump sum of $50,000, less any applicable tax withholding, as soon as administratively feasible following your start date.
Confidential
| Page |
Vacation:
You will be eligible for 4 weeks of paid vacation per year, in addition to company-recognized holidays.
This offer is contingent upon the following conditions:
| v | Having successfully completed a pre-employment drug screen. You will need to present a photo ID at the time of your screening. |
| v | Providing authorization and release for Howmet to conduct a comprehensive review of your background, the result of which is satisfactory to Howmet. The authorization and release will also be valid for subsequent reports during your period of employment with Howmet. |
| v | Providing us with documentation in the original form establishing both your identity and your employment eligibility in the U.S. |
| v | Signing the attached Confidentiality, Non-Competition, and Non-Solicitation Agreement |
We believe that you have the leadership competencies and experience to make a significant contribution to the success of our company. We look forward to your positive contributions to our future. To accept our offer, please sign and date the bottom of this letter and return it to me. If you have any questions, please feel free to call me.
I look forward to hearing from you soon, and I hope to have the opportunity to officially welcome you to Howmet!
Best regards,
/s/ Neil Marchuk
Neil Marchuk
Executive Vice President & Chief Administrative Officer
CC: John Plant, Chairman & Chief Executive Officer
I, Patrick Winterlich, am pleased to accept your offer of employment dated October 20, 2025, for the position of Executive Vice President and Chief Financial Officer on the terms detailed in the offer letter.
I would like my start date with Howmet to be: 12/1/2025 and will fulfill the foregoing conditions before then.
| Accepted by: | Date: | |
| /s/ Patrick Winterlich | 10/20/2025 | |
| Patrick Winterlich |
Confidential