Alcoa : Proxy Statement 2024

Notice of 2024

Annual Meeting of

Stockholders

and Proxy Statement

March 19, 2024

Dear Alcoa Stockholders:

We are pleased to invite you to attend and participate in the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Alcoa Corporation ("Alcoa," or the "Company") to be held virtually via live webcast on Friday, May 10, 2024, at 9:30 a.m., Eastern Daylight Time (EDT). You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ AA2024.

We believe that hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of the Annual Meeting.

At the Annual Meeting, stockholders will vote on the matters set forth in the 2024 Proxy Statement (the "Proxy Statement") and the accompanying notice of the Annual Meeting. The Proxy Statement describes our governance structure, which features numerous best practices, and our executive compensation program, which "pays for performance." We believe that both our governance structure and compensation program reinforce our alignment with stockholder interests. Highlights of the detailed information included in this Proxy Statement can be found in the "Proxy Statement Summary."

Alcoa's strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably form the basis of our goals to deliver improvement in our business operations and create value for stockholders. These strategic priorities are underpinned by our four corporate values-Actwith Integrity, Operate with Excellence, Care for People, and Lead with Courage-which guide the way we act, operate, and interact with our customers, communities, and each other.

While 2023 was a challenging year, we progressed against key goals and continued to execute our long-term strategy. In 2023, we took several actions to optimize our portfolio, secured mining permits for our Western Australian operations, and continued to focus on the further development of our innovative technologies. Looking ahead, our executive team and organization is focused on delivering operational stability and near-term financial improvements while remaining guided by our organizational values.

Your vote is important to us. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting on May 10, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled "How to Cast Your Vote" in the Proxy Statement Summary.

Thank you for being a stockholder of Alcoa.

Sincerely,

Steven W. Williams

William F. Oplinger

Non-Executive Chairman of the Board of Directors

President, Chief Executive Officer and Director

Table of Contents

Notice of 2024 Annual Meeting of

Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . 2

Proxy Statement Summary . . . . . . . . . . . . . . . . . . . . 5

Item 1 Election of 10 Director Nominees to Serve

for One-Year Terms Expiring in 2025 . . . . . . . . . 13 Majority Voting for Directors . . . . . . . . . . . . . . . . . . . 13 Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Director Qualifications, Skills, and Attributes . . . . . 13 Director Diversity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Nominating Board Candidates-Procedures

and Director Qualifications . . . . . . . . . . . . . . . . . . 21

Stockholder Recommendations for Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Advance Notice Director Nominations . . . . . . . 21 Proxy Access Director Nominations . . . . . . . . . 21

Minimum Qualifications for Director Nominees and Board Member Attributes . . . . . . . . . . . . 22

Process for Identification and Evaluation of Director Candidates . . . . . . . . . . . . . . . . . . . . 23

Non-Employee Director Compensation

Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

2023 Director Compensation . . . . . . . . . . . . . . 25

Stock Ownership Guideline for Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Prohibitions against Short Sales, Hedging, Margin Accounts, and Pledging . . . . . . . . . . 26

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . 27

Corporate Governance Documents . . . . . . . . . . . . . 27

Corporate Governance Guidelines . . . . . . . . . . . . . 27

Code of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Board Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Director Independence . . . . . . . . . . . . . . . . . . . 27 Board Leadership Structure . . . . . . . . . . . . . . . 28

Executive Sessions of Non-Management Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Meetings, Attendance, and Committee Composition . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Director Overboarding Policy . . . . . . . . . . . . . . 29

Board, Committee and Individual Director Annual Self-Evaluation Process . . . . . . . . . . 29

Retirement Policy and Board Refreshment . . . 30 Committees of the Board . . . . . . . . . . . . . . . . . 30 The Board's Role in Risk Oversight . . . . . . . . . 32

Stockholder Engagement and Responsiveness . . . . . . . . . . . . . . . . . . . . . . . 33

Communications with Directors . . . . . . . . . . . . 33

Related Person Transactions	34
Review, Approval, and Oversight of
Transactions with Related Persons	34
Transactions with Related Persons in 2023 . .	35
Management Succession Planning	35
Compensation Matters	35
Compensation Committee Interlocks and
Insider Participation	35
Compensation Consultant	35
Recovery of Incentive Compensation	36
Beneficial Ownership	37
Stock Ownership of Certain Beneficial Owners . . .	37
Stock Ownership of Directors and Executive
Officers	38
Item 2 Ratification of the Appointment of
PricewaterhouseCoopers LLP as the
Company's Independent Auditor for 2024	40
Audit Committee Report	41
Audit Committee Pre-Approval Policy	42
Auditor Fees	42
Item 3 Approval, on an Advisory Basis, of the
Company's 2023 Named Executive Officer
Compensation	43
Executive Compensation	44
Compensation Discussion and Analysis	44
Compensation Committee Report	60
2023 Summary Compensation Table	61
2023 Grants of Plan-Based Awards	64
2023 Outstanding Equity Awards at Fiscal
Year-End	65
2023 Option Exercises and Stock Vested	67
2023 Pension Benefits	67
2023 Nonqualified Deferred Compensation	69
Potential Payments Upon Termination or Change
in Control	69
Pay Ratio	78
Pay Versus Performance	80
Equity Compensation Plan Information	83
Item 4 Stockholder Proposal Requesting the
Preparation of an Annual Report on Lobbying
Activities, if Properly Presented	84
Questions and Answers About the Annual Meeting
and Voting	89
Attachment A-Additional Information Regarding
Performance Measures	A-1

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Notice of 2024 Annual Meeting of Stockholders

Friday, May 10, 2024	www.virtualshareholdermeeting.com/AA2024
9:30 a.m. Eastern Daylight Time

The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Alcoa Corporation ("Alcoa" or the "Company") will be held virtually via live webcast at the date and time set forth above.

The agenda items for the Annual Meeting are:

1. election of 10 director nominees to serve for one-year terms expiring in 2025;
2. ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for 2024;
3. approval, on an advisory basis, of the Company's 2023 named executive officer compensation;
4. stockholder proposal requesting the preparation of an annual report on lobbying activities, if properly presented; and
5. transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on March 12, 2024 as the record date for determination of stockholders entitled to notice of, and to attend, participate in, and vote at, the Annual Meeting and any adjournments or postponements thereof. To attend and participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction card. You may also ask questions and vote online during the Annual Meeting by following the instructions provided at www.virtualshareholdermeeting.com/AA2024. Please see the "Proxy Statement Summary" in the accompanying Proxy Statement for details regarding the virtual Annual Meeting.

Your vote is important to us. Even if you plan to attend and participate in the Annual Meeting, please promptly vote your shares in advance of the Annual Meeting on May 10. Instructions on how to vote are found in the section entitled "How to Cast Your Vote" in the accompanying Proxy Statement.

For information about Alcoa, please visit our website at www.alcoa.com.

On behalf of Alcoa's Board of Directors,

Marissa P. Earnest

Senior Vice President, Chief Governance Counsel and Secretary

March 19, 2024

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201 Isabella Street, Suite 500

Pittsburgh, Pennsylvania 15212

Proxy Statement

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 10, 2024

The Company's Notice of 2024 Annual Meeting of Stockholders, Proxy Statement, and

2023 Annual Report on Form 10-K are available online at www.proxyvote.com

The Board of Directors (the "Board") of Alcoa Corporation ("Alcoa" or the "Company") is providing this Proxy Statement in connection with its solicitation of proxies to be voted at Alcoa's 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually via live webcast at www.virtualshareholdermeeting.com/AA2024on Friday, May 10, 2024, at 9:30 a.m. Eastern Daylight Time ("EDT"), and any adjournment or postponement thereof.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the "Notice") were first made available, released, or mailed to stockholders on March 19, 2024. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), the Company may furnish proxy materials by providing internet access to those documents, instead of mailing a printed copy of the Company's proxy materials to each stockholder. The Notice contains instructions on how to access our proxy materials and vote online, or alternatively, request a paper copy of the proxy materials and a proxy card or voting instruction card.

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2024 PROXY STATEMENT

Proxy Statement (continued)

Cautionary Statement regarding Forward-Looking Statements

This Proxy Statement contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as "aims," "ambition," "anticipates," "believes," "could," "develop," "endeavors," "estimates," "expects," "forecasts," "goal," "intends," "may," "outlook," "potential," "plans," "projects," "reach," "seeks," "sees," "should," "strive," "targets," "will," "working," "would," or other words of similar meaning. All statements by Alcoa that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental, social and governance matters); statements about strategies, outlook, and business and financial prospects; and statements about capital allocation and return of capital. These statements reflect beliefs and assumptions that are based on Alcoa's perception of historical trends, current conditions, and expected future developments, as well as other factors that management believes are appropriate in the circumstances.

Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (a) the impact of global economic conditions on the aluminum industry and aluminum end-use markets;

1. volatility and declines in aluminum and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production costs which are linked to LME or other commodities; (c) the disruption of market-driven balancing of global aluminum supply and demand by non-market forces; (d) competitive and complex conditions in global markets; (e) our ability to obtain, maintain, or renew permits or approvals necessary for our mining operations; (f) rising energy costs and interruptions or uncertainty in energy supplies; (g) unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (h) our ability to execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (i) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions; (j) economic, political, and social conditions, including the impact of trade policies and adverse industry publicity; (k) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate; (l) changes in tax laws or exposure to additional tax liabilities;

1. global competition within and beyond the aluminum industry; (n) our ability to obtain or maintain adequate insurance coverage; (o) disruptions in the global economy caused by ongoing regional conflicts; (p) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (q) climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions;

1. our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations;
2. claims, costs, and liabilities related to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which we operate; (t) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage; (u) our ability to fund capital expenditures; (v) deterioration in our credit profile or increases in interest rates; (w) restrictions on our current and future operations due to our indebtedness;

1. our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (y) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (z) labor market conditions, union disputes and other employee relations issues; (aa) a decline in the liability discount rate or lower-than-expected investment returns on pension assets; and (bb) the other risk factors discussed in Alcoa's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Form 10-K") and other reports filed by Alcoa with the SEC, including those described in this report.

We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks described above and other risks in the market.

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2024 PROXY STATEMENT

Proxy Statement (continued)

Incorporation by Reference

Neither the Compensation Committee Report nor the Audit Committee Report included herein shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that we specifically incorporate such information by reference. In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.

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2024 PROXY STATEMENT

Proxy Statement Summary

Below are highlights of certain information in this Proxy Statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete Proxy Statement and Alcoa's 2023 Form 10-K before you vote. References to "Alcoa," "the Company," "we," "us," or "our" refer to Alcoa Corporation.

2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	May 10, 2024, 9:30 a.m. EDT
Place:	Online at www.virtualshareholdermeeting.com/AA2024
Record Date:	March 12, 2024
Voting:	Alcoa stockholders as of the record date noted above are entitled to vote on the proposals at the
	Annual Meeting. Each share of common stock is entitled to one vote for each director nominee
	and one vote for each of the other proposals to be voted on.
Additional	Please see the section below entitled "Virtual Meeting Format."
Information:

How to Cast Your Vote

Your vote is important! Please cast your vote and play a part in the future of Alcoa.

Voting Before the Annual Meeting:

Registered stockholders and stockholders in an Alcoa savings plan can vote prior to the Annual Meeting by:

Internet at	calling 1-800-690-6903	mail
www.proxyvote.com	toll-free	If you received paper copies of our
		proxy materials, return your signed
		proxy card or voting instruction card

The deadline for voting online or by telephone is 11:59 p.m. EDT on May 9, 2024. If you vote by mail, your proxy card must be received before the Annual Meeting. If you hold shares in an Alcoa savings plan, your voting instructions must be received by 11:59 p.m. EDT on May 7, 2024.

Beneficial owners who own shares through a bank, brokerage firm, or similar organization can vote by returning their voting instruction card, 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 of your shares.

Voting During the Annual Meeting:

If you are a registered stockholder or a beneficial owner who owns shares through a bank, brokerage firm, or similar organization, you may choose to vote online during the Annual Meeting. You will need the 16-digit control number included on your Notice, proxy card, or voting instruction card to log in to the virtual meeting platform at www.virtualshareholdermeeting.com/AA2024. Voting electronically online during the Annual Meeting will replace any previous votes.

Stockholders in an Alcoa savings plan may attend and participate in the Annual Meeting but will not be able to vote shares held in an Alcoa savings plan electronically online during the Annual Meeting. Stockholders in an Alcoa savings plan must vote in advance of the Annual Meeting using one of the methods described above.

Even if you plan to attend and participate in the Annual Meeting, please cast your vote as soon as possible.

See the "Questions and Answers About the Annual Meeting and Voting" section for more details.

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2024 PROXY STATEMENT

Proxy Statement Summary (continued)

Voting Matters and Board Recommendations

Voting Matters

Board's

Recommendation

Item 1. Election of 10 Director Nominees to Serve for One-Year Terms Expiring in 2025

Item 2. Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Auditor for 2024

Item 3. Approval, on an Advisory Basis, of the Company's 2023 Named Executive Officer Compensation

Item 4. Stockholder Proposal Requesting the Preparation of an Annual Report on Lobbying Activities, if Properly Presented

• FOR Each Nominee
• FOR
• FOR

• AGAINST

Virtual Meeting Format

Our virtual Annual Meeting will be conducted on the internet via live webcast. We have decided to hold the Annual Meeting virtually because we believe that hosting a virtual Annual Meeting (i) enables stockholders to attend and participate fully and equally from any location around the world, (ii) improves meeting efficiency and our ability to effectively communicate and engage with our stockholders, regardless of their size, resources, or physical location,

1. provides for cost savings to the Company and our stockholders, and (iv) reduces the Annual Meeting's environmental impact. For all of these reasons, there will not be a physical location for the Annual Meeting and you will not be able to attend in person.

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/AA2024. Stockholders will be able to vote their shares electronically during the Annual Meeting.

See the "Questions and Answers About the Annual Meeting and Voting" section for more details.

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