Exhibit 10.7


 





 ARCONIC CORPORATION


 


NON-EMPLOYEE DIRECTOR
COMPENSATION POLICY


 


Effective April 1, 2020


 


		1.	General. This Non-Employee Director Compensation Policy
                                                                (the “Policy”), sets forth the cash and equity-based compensation that has been approved by the board of
                                                                directors of Arconic Inc., a Delaware corporation, (“Parent”) as payable to eligible non-employee members
                                                                of the board of directors of Arconic Corporation (“Non-Employee Directors”) commencing April 1, 2020, and which
                                                                shall be additionally approved by the board of directors of Arconic Corporation (the “Board”) as soon as
                                                                practicable following the date of the separation of Arconic Corporation, a Delaware corporation, (the
                                                                “Company”) from the Parent (the “Separation Date”). Subject to such approval by the
                                                                Board, the cash and equity-based compensation described in this Policy shall be paid or be made, as applicable, automatically
                                                                and without further action of the Parent or the Board, to each Non-Employee Director who may be eligible to receive such
                                                                compensation. This Policy shall remain in effect until it is revised or rescinded by further action of the Board. 



 


		2.	Cash Compensation.



 


		(a)	Annual Retainers. Each Non-Employee Director shall be eligible to receive an annual cash retainer of $120,000 for service
on the Board. In addition, subject to paragraph 2(b) below, a Non-Employee Director shall receive the following additional annual
retainers, as applicable:



 


	Non-Employee Director Position	 	Additional Annual Cash Retainer Fee	 
	Chairman of the Board	 	 	$130,000	 
	Lead Director	 		$30,000	 
	Audit Committee Chair Fee (includes Audit Committee Member Fee)	 		$20,000	 
	Compensation and Benefits Committee Chair Fee	 		$15,000	 
	Other Committee Chair Fee	 		$15,000	 



 


		(b)	Payment of Chair Fees. At any one time, each non-Employee Director may receive only one additional annual retainer fee
in connection with service as the Chair of a committee (whether in the position of Lead Director, Audit Committee Chair, Compensation
and Benefits Committee Chair or Other Committee Chair), regardless of how many committee Chair positions held by such director.
For the avoidance of doubt, a non-Employee Director may simultaneously serve as the Chair of more than one committee, but will
receive for such service only one additional annual retainer fee, equal to the highest of the additional annual retainer fees associated
with his or her Chair positions.



 









     


     


    

 





		(c)	Payment of Retainers. The annual retainers described in Section 2(a) shall be earned on a quarterly basis based on a
calendar quarter and shall be paid by the Company in arrears not later than the third business day following the end of each calendar
quarter (if not deferred by the Non-Employee Director in accordance with subsection (e) hereof). In the event a Non-Employee Director
does not serve as a Non-Employee Director, or in the applicable positions described in Section 2(a), for an entire calendar quarter,
the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a
Non-Employee Director, or in such positions, as applicable.



 


		(d)	Exceptional Meeting Fees. A fee of $1,200 shall be paid to a Non-Employee Director for each Board or committee meeting
attended by such Non-Employee Director in excess of five (5) special Board or committee meetings during the applicable calendar
year and applies only to any non-regularly scheduled meeting in excess of a two-hour duration. Such exceptional meeting fees shall
be paid by the Company in arrears not later than the third business day following the end of the calendar quarter in which any
such exceptional meeting occurs (if not deferred by the Non-Employee Director in accordance with subsection (e) hereof).



 


		(e)	Deferral of Retainers. Non-Employee Directors may elect to defer payment of all or a portion of the annual retainers
described in Section 2(a) and the exceptional meeting fees described in Section 2(d) into specified investment funds and/or into
vested restricted share units for shares of the Company’s common stock, which deferral will be made pursuant to the terms of the
Company’s 2020 Deferred Fee Plan for Directors or its successor plan (the “Deferred Fee Plan”). Unless otherwise
determined by the Board, any restricted share units will be granted under the Arconic Corporation 2020 Stock Incentive Plan or
its successor plan (the “Equity Plan”), on the date on which such retainer(s) would otherwise have been paid in
cash. The extent to which a Non-Employee Director may defer annual retainer payments into vested restricted share units will therefore
be subject to any limit on awards granted to a Non-Employee Director set forth in the Equity Plan.



 






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		3.	Equity Compensation. Non-Employee Directors shall be granted
the equity awards described below. The awards described below in Sections 3(a) and 3(b) shall be granted under and shall be subject
to the terms and provisions of the Equity Plan and shall be granted subject to an award agreement in substantially the same form
approved by the Board prior to or as of the grant date, setting forth the terms of the award (the “Award Terms”),
consistent with the Equity Plan. For purposes of this Section 3, the number of shares subject to any restricted share unit award
will be determined by dividing the grant date dollar value specified under subsection (a) or (b) hereof by the Fair Market Value
(as defined in the Equity Plan) of a share of the Company’s common stock on the date of grant. 



 


		(a)	Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’s
stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted
on the second market trading day following the date of each such annual meeting a restricted share unit award with a grant date
value equal to $150,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the earlier of the
first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of stockholders following
the grant date.



 


		(b)	Pro-Rated Annual Equity Award. On the fifth market trading day following a person’s initial appointment as a Non-Employee
Director, and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a),
the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $150,000,
in each case multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of
the Company’s last annual meeting of stockholders (or if an annual stockholder meeting has yet to be held by the Company, then
the Separation Date) and the Non-Employee Director’s date of initial appointment, and the denominator of which is 365 (the “Pro-Rated
Award”). The Pro-Rated Award shall vest on the date of the Company’s next subsequent annual meeting of stockholders following
the date of the Non-Employee Director’s appointment to the Board.



 


		(c)	Special Vesting of Equity Awards. Notwithstanding Sections 3(a) or (b) above and as shall be further set forth in the
Award Terms: (i) unvested equity awards shall vest in full upon the death of a Non-Employee Director or upon a Change in Control
where a Replacement Award is not provided or the Non-Employee Director’s service is terminated (where Change in Control and
Replacement Award are as defined in the Equity Plan); and (ii) unvested
equity awards shall vest on a pro-rata basis in the event of a Non-Employee Director’s termination of service for any other reason.



 






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		(d)	Deferral of Equity Award. Payment of the Annual Equity Award or any Pro-Rated Award will be deferred until the Non-Employee
Director’s separation from service, in accordance with the terms of the Deferred Fee Plan, unless otherwise required by applicable
laws.



 


		4.	Stock Ownership Guideline. Within a period of six years from
the date of a person’s initial appointment as a Non- Employee Director, each Non-Employee Director is required to attain ownership
of at least $750,000 in the Company’s common stock and must maintain such ownership until retirement from the Board.



 


		5.	Director Compensation Limit. As further set forth in the Equity
Plan, the sum of the grant date value of all equity awards granted and all cash compensation paid by the Company to a Non-Employee
Director as compensation for services as a Non-Employee Director shall not exceed $750,000 during any calendar year. For avoidance
of doubt, compensation shall count towards this limit for the calendar year in which it is granted or earned, and not later when
distributed, in the event it is deferred.



 


		6.	Policy Subject to Amendment, Modification and Termination.
This Policy may be amended, modified or terminated by the Board in the future at its sole discretion, provided that no such action
that would materially and adversely impact the rights with respect to annual retainers payable in the calendar quarter during which
a Non-Employee Director is then performing services shall be effective without the consent of the affected Non-Employee Director.



 






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