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Proxy
Statement
and notice of annual meeting of stockholders 2018
Creating long-term value thru
Relentless Innovation
Our Vision
Building the World’s Best Specialty Materials and Components Company™
Focus on differentiated products with significant technical barriers to entry
Focus on global markets that have long-term growth expectations and require ATI’s technical and manufacturing leadership
This focus creates superior growth in shareholder
value over the long term and enhances opportunities
for our strategic customers and employees.
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  | | Dear StockholdersATI Inc.
2021 McKinney Avenue I am pleased to invite you to attend Allegheny Technologies Incorporated’s 2018 Annual Meeting of Stockholders. As in prior years, we will consider matters that are important to our company.Dallas, TX 75201
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DEAR STOCKHOLDERS
As Chair of your Board of Directors, I am pleased to invite you to attend ATI’s 2024 Annual Meeting of Stockholders.
In 2023, ATI achieved another year of accelerating growth and expanding leadership in our core aerospace and defense markets. We’ve deliberately transformed our business, investing to expand capacity and grow our capabilities. These decisive actions are enabling us to capitalize on valuable emerging opportunities. In 2023 alone, we captured more than $1.2 billion in new sales commitments from leading aerospace and defense customers, representing an average of $200 million per year in estimated revenue, 2024 to 2029. Our leadership in these rapidly growing markets sets the stage for sustained, multi-year growth.
We delivered more than $4 billion in revenue during 2023. With aerospace and defense sales increasing 32% year over year and accounting for 63% of total sales in the fourth quarter, we are on track to achieve our goal for 65% of sales attributable to these growing markets.
Also among our key 2023 achievements: we successfully executed a series of pension de-risking strategies that reduced our U.S. defined benefit pension obligation by approximately 85%. The culmination of a multi-year effort, these actions enable us to fully meet our obligations to pension plan participants while mitigating volatility that impacted other stakeholders.
Simply put, we did what we said we would do. Our commitment to focused execution of our most impactful strategic priorities drove results for our shareholders. As you will see illustrated in this Proxy Statement, we are outpacing markets and peers in delivering stand-out shareholder return over time. A $100 investment in ATI at the outset of 2022 is worth nearly $300 as of the record date for the Annual Meeting.
I am delighted that Kimberly A. Fields will become ATI’s Chief Executive Officer in July. She’ll have the benefit of sustainable growth rooted in our strategic actions and will lead a business poised for a future of energizing opportunities to deliver shareholder value.
The time is right. Kim is proven to perform. With her deep operational expertise and commercial acumen, she’s been a key collaborator in the successful transformation of our business. I’m confident her strategic vision will continue to drive outstanding success for our stakeholders. Kim has also recently joined ATI’s Board of Directors. I look forward to being a valued resource to Kim and the ATI Board in my continuing role as Executive Chairman.
I am also pleased to welcome Vaishali Bhatia, our Senior Vice President, General Counsel and Chief Compliance Officer, as the
newest member of our executive leadership team. As a proven leader with deep experience in technically differentiated markets, Vaishali brings valuable new insights to our team. And, our commitment to diversity and inclusion is demonstrable: women and members of under-represented ethnic groups comprise more than 50% of our senior leadership team.
We also remain committed to reducing our carbon footprint and exploring the many opportunities the “greening” of the global economy presents to our business. We’ve reduced our own greenhouse gas emissions by nearly half since 2018, and with the publication of our next Corporate Responsibility Report in April, will announce a new, more significant 2030 carbon reduction goal.
Together, we remain rooted in our core values: we do what we say we’re going to do, when we say we’re going to do it, and we do it the right way. These values permeate our corporate governance practices, cultivation of our human capital and culture, investor outreach efforts and compensation programs. You’ll see that reflected in this Proxy Statement.
In summary, we are meeting our commitments through strong execution and operational excellence, and we’re getting better every day. As a result, our customers count on us to deliver the mission-critical materials and components they need. We are honored to be rewarded with more of their business.
I encourage you to participate in our virtual 2024 Annual Meeting. Information about how to join, including how to pose questions to our Board and management, is contained in this Proxy Statement. As we look to the future, your Board remains committed to serving as effective stewards of your investment and advocates for your interests and concerns. My fellow Board members and I value
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For ATI, 2017 was a year of important progress on several key strategic initiatives that set the stage for our longer-term success and for sustainable, profitable growth.
Enabled by its innovative technologies, differentiated products and long-term agreements with key strategic customers, our High Performance Materials and Components segment continues to benefitfeedback from the transition to next-generation jet engines and aircraft that is underway in the commercial aerospace market. Additionally, we continue to develop HPMC’s powder capabilities. Among other achievements in 2017, we announced our investment in a new titanium powder facility. We also formed a new joint venture with GE Aviation, named Next Gen Alloys, to further develop a novel meltless titanium alloy powder manufacturing process. We believe this technology has the potential to meaningfully change the way the industry produces titanium powder materials.
Our Flat Rolled Products business returned to full-year profitability in 2017, an important milestone in our multi-year effort to achieve sustainable profitability. In November, we announced an innovative joint venture with a Tsingshan Group company to produce60-inch wide stainless products in the United States. We expect this business to significantly improve the utilization of ourHot-Rolling and Processing Facility, or HRPF. Also in 2017, we obtained a contract to supply high value nickel sheet products for use in a major pipeline repair project, primarily due to the world-class capabilities of the HRPF. We believe that, taken together, these and other recent FRP achievements highlight the synergies between our FRP and HPMC businesses and will provide a springboard for FRP’s continued financial improvement in 2018 and beyond.
While we have made progress, more work remains. Moving forward, we believe that our ongoing emphasis on innovation, differentiation and long-term strategic planning is driving ATI’s transition to sustainable profitability and long-term value creation for all of our stakeholders.
We remain committed to integrity and good corporate governance. We believe that management and Board accountability, transparency and ongoing engagement with our investors are key to the long-term success and sustainability of our business. Our corporate governance practices reflect these values, as do our extensive stockholder outreach efforts over the last several years. We value your feedback and look forward to our ongoing dialogue.
Thank you for your support in our ongoing commitment toCreating Long-Term Value Thru Relentless Innovation®.of ATI. Sincerely,  
Richard J. HarshmanRobert S. Wetherbee
Chairman, PresidentBoard Chair and
Chief Executive Officer March 27, 201828, 2024 | |  |
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2 | |  | | ATI 2024 Proxy Statement | | |
Notice of Annual Meeting
of Stockholders
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| | Annual Meeting Information | | |
| | DATE & TIME: Thursday, May 16, 2024 11:30 a.m. Central Time | | |
| | VIRTUAL MEETING SITE: www.meetnow.global/MJ4M9LH |
| | RECORD DATE: March 18, 2024 | | |
Agenda
ATI2018 Proxy Statement/1
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| | | | Advisory vote to approve the compensation of our named executive officers; and |
Notice of annual meeting of stockholders
| 3. | Ratify the selection of Ernst & Young LLP as our independent auditors for 2024. |
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Your vote is important Please vote as soon as possible. You can help the Company reduce expenses by voting your shares by telephone or Internet; your proxy card or voting instruction card contains the instructions. Or complete, sign and date your proxy card or voting instruction card and return it as soon as possible in the enclosed postage-paid envelope. How to vote | | | | Annual Meeting Information
Date: Thursday, May 10, 2018
Time:11:00 a.m. Pacific Time
Place: Salem Convention Center, 200 Commercial Street, SE, Salem, Oregon 97301
Record Date:March 12, 2018
Agenda
1. Election of four directors;
2. Advisory vote to approve the compensation of our named executive officers; and
3. Ratification of the selection of Ernst & Young LLP as our independent auditors for 2018.
Admission To The Meeting
Only holders of ATI common stock or their authorized representatives by proxy may attend the meeting.
If you are a stockholder of record and plan to attend the meeting, please mark the appropriate box on the proxy card, or enter the appropriate information when voting by telephone or Internet.
If your shares are held through an intermediary such as a broker or a bank, you will need to present proof of your ownership as of the record date, March 12, 2018, for admission to the meeting. Proof of ownership could include a proxy card from your bank or broker or a copy of your account statement.
All attendees will need to present valid photo identification for admission to the meeting.
The approximate date of the mailing of this proxy statement, proxy card, and ATI’s 2017 Annual Report is March 27, 2018. For further information about ATI, please visit our website at atimetals.com.
On behalf of the Board of Directors:
ELLIOT S. DAVIS
Corporate Secretary
March 27, 2018
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website listed on our
proxy card
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| | Via the internet: Visit the website listed on ourBy mail Sign, date and return
your proxy card in the
enclosed envelope
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| | By mail: Sign, date and returntelephone Call the
telephone number on your
proxy card in the enclosed envelope |
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| | By telephone: CallDuring the telephone number on your proxy cardVirtual Meeting Attend the Annual Meeting
which is being presented
virtually via webcast and vote
online during the meeting
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Admission to the Meeting
You are entitled to participate, vote and submit questions at ATI Inc.’s virtual 2024 Annual Meeting if you were a stockholder of record as of the close of business on March 18, 2024, the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee.
Stockholders of Record. You will be able to participate in the 2024 Annual Meeting, vote electronically and submit questions during the live webcast of the meeting, without advance registration. To access the live webcast of the meeting you will need the 15-digit control number on the proxy card or the “Notice Regarding the Availability of Proxy Materials” (the “Notice”) you previously received.
Beneficial Owners. If you are a beneficial owner and hold your shares through an intermediary, such as a bank, broker, or nominee, you must register in advance to participate in the 2024 Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy, along with your email address, to Computershare Trust Company, N.A. (“Computershare”) by email at legalproxy@computershare.com no later than 4:00 p.m. Central Time, on Monday, May 13, 2024. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after Computershare receives your registration materials.
Beneficial owners that are unable to register in advance may still attend the 2024 Annual Meeting by visiting www.meetnow.global/MJ4M9LH as a “guest” but will not have the option to vote shares electronically or submit questions during the live webcast of the meeting. However, you may submit questions in advance of the meeting by emailing your question, along with proof of ownership, to investors@ATlmaterials.com.
Our Proxy Statement and 2023 Annual Report are available for review by stockholders of record at envisionreports.com/ATI and by beneficial owners at edocumentreview.com/ATI. For further information about ATI, please visit our website at atimaterials.com. This Proxy Statement is first being provided to our stockholders on or about March 28, 2024.
On behalf of the Board of Directors:
Amanda J. Skov
Corporate Secretary
March 28, 2024
Important notice regarding the availability of proxy materials for the ATI Annual Meeting of Stockholders to be held on Thursday, May 16, 2024.
As permitted under applicable Securities and Exchange Commission (“SEC”) rules, we are mailing our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and submit proxy votes online. Our Proxy Statement, proxy card and 2023 Annual Report are available for review at: envisionreports.com/ATI.
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| In person: Attend the Annual Meeting in personATI 2024 Proxy Statement
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Important notice regarding the availability of proxy materials for the ATI Annual Meeting of Stockholders to be held on Thursday, May 10, 2018.
The proxy statement, proxy card and 2017 annual report of Allegheny Technologies Incorporated are available for review at: envisionreports. com/ATI.
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2\ATI2018 Proxy Statement
Table of contentsContents
ATI2018 Proxy Statement/3
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4 | | | | ATI 2024 Proxy Statement | | |
Proxy Statement Summary
This summary highlights information that is contained elsewhere in this Proxy Statement. You should carefully read this Proxy Statement in its entirety before voting, as this summary does not contain all of the information that you should consider.
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Annual meeting of stockholdersANNUAL MEETING OF STOCKHOLDERS
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Meeting date:DATE & TIME:
Thursday, May 10, 2018 Time:16, 2024
11:0030 a.m. PacificCentral Time | | VIRTUAL MEETING SITE: Place:www.meetnow.global/MJ4M9LH
| | Salem Convention Center
200 Commercial Street SE
Salem, OR 97301
Record date and voting:RECORD DATE AND VOTING:
March 12, 201818, 2024 ATI stockholders as of the record date are entitled to vote on the matters presented at the meeting. Each share of common stock of the Company is entitled to one vote for each director nominee and one vote on each other matter presented. |
MEETING AGENDA AND VOTING MATTERS
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| Proposal | | Board’s recommendation | | Page reference | | |
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Meeting agenda and
voting matters1. Election of four directors
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 FOR | | Proposal | | 10 Board’s
recommendation
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reference
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| | 1. Election of four directors
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| | 2. Advisory vote
to approve the compensation of our named executive officers | | FOR
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| FOR | | 43 | | |
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3. Ratification of Ernst & Young LLP as our independent auditors for 2024 | | FOR | | 81 | | |
DIRECTOR NOMINEES – CLASS I – TERM TO EXPIRE IN 2027
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| Nominee | | Experience and Qualifications | | Board Committees |
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Herbert J. Carlisle Director since 2018 | | Leadership/Governance, Finance, Industry/Manufacturing, Operations/Technical, Government/Environmental | | Audit & Risk, Technology |
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David P. Hess Director since 2019 | | Leadership/Governance, Finance, Industry/Manufacturing, Operations/Labor/HR, Government/Environmental, International/M&A | | Nominating & Governance, Compensation & Leadership, Development, Technology (Chair) |
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Marianne Kah Director since 2019 | | Leadership/Governance, Finance, Industry/Manufacturing, Government/Environmental, International/M&A | | Audit & Risk, Technology |
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Ruby Sharma Director since 2023 | | Leadership/Governance, Finance/Technical, International/M&A | | Audit & Risk, Technology |
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| | WHAT’S NEW | | | | |
| | Among many recent achievements and changes driving further growth, value creation and shareholder return, this Proxy Statement
reflects:◆ Kimberly A. Fields will lead ATI as President and CEO beginning this July, with Mr. Wetherbee becoming Executive Chairman ◆ Ms. Fields and Ruby Sharma were appointed to our Board, expanding representation of women on our Board to 36% ◆ Vaishali Bhatia joined our executive leadership as Senior Vice President, General Counsel and Chief Compliance Officer ◆ We dramatically reduced our exposure to pension volatility risk, bringing further stability and strength to our balance sheet while
continuing to fully meet our obligations to pension participants ◆ Our relative Total Shareholder Return continued to significantly outpace the S&P 500; we returned $85 million to shareholders
through our share repurchase program and announced a new $150 million program |
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Proxy Statement Summary | | FORATI 2024 Proxy Statement
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Director nominees – Class I – Term to expire in 2021
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Name | | Director Since | | Experience and Qualifications | | Board Committees |
Herbert J. Carlisle | | 2018 | | • Leadership
• Industry
• Finance
• Technical
| | • Audit
• Technology
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Diane C. Creel
Lead Independent Director
| | 1996 | | • Leadership
• Industry
• Finance
• Technical
| | • Nominating and Governance (Chair)
• Personnel and Compensation
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John R. Pipski | | 2011 | | • Industry
• Finance
• M&A
| | • Audit (Chair)
• Finance
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James E. Rohr | | 1996 | | • Leadership
• Finance
• M&A
| | • Personnel and Compensation (Chair)
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4\ATI2018 Proxy Statement
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| | PROXY STATEMENT SUMMARY | HIGHLIGHTS
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Board CompositionBOARD COMPOSITION
ATI has a diverse, highly-credentialedhighly credentialed and highly-experienced board.highly experienced Board. Our directors possess a variety of tenure, qualifications, backgrounds, skillskills and experiences contributing to a Board that is well-rounded and well-positioned to effectively oversee our business and promote the interests of our stakeholders.
Highly Engaged Board Guides the Strategic Direction of our Company:Our Company
Actively involved in long-term strategic planning –| ◆ | | Actively oversees long-term strategic planning and capital allocation decisions, including through an annualmulti-day strategic planning meeting in addition to regular quarterly and other Board meetings. |
| ◆ | | Regularly assesses and oversees management and mitigation of known and emergent risks to our business. |
| ◆ | | Actively and continuously engages in robust Board and senior management succession planning. |
| ◆ | | Overall attendance rate for Board and Committee meetings of 92% during 2023 and 95% during 2022. |
| ◆ | | Market-driven stock ownership guidelines. |
Focused and other Board meetings.
Regularly conduct site visits at our facilities throughout the United States. We also rotate the location of our Annual Meeting to various communities in which we conduct significant operations. This allows our directors to meet with management and other employees to gain firsthand exposure to the technologies that drive our success and deeper knowledge of the strengths and challenges of our business and how they tie to our near and long-term strategic goals.
Actively involved in succession planning – our robust process includes regular engagement with senior management.
95% overall attendance rate for Board and Committee meetings over the last two years.
Robust stock ownership guidelines.
Thoughtful Board Refreshment
We have a mandatory retirement age, and our Board is actively engaged in recruitment efforts in connection with several resulting retirements anticipated over the next five years.
| ◆ | | Our Board routinely engages in succession planning and adds new members on an opportunistic basis when it identifies candidates whom it believes have experience, skill sets and other characteristics that will enhance Board effectiveness. |
Annual Board evaluation process assesses the need to add members with experience or skill sets that may enhance Board effectiveness; the Board can appoint new members when presented with candidates who fill a particular need or otherwise would serve as an asset to the Board.
| ◆ | | We have a mandatory retirement age, and our Board engages in recruitment as appropriate to support its refreshment efforts. |
| ◆ | | Our annual Board evaluation process assesses the Board’s existing skill sets and the need or desirability of adding members; the Board can appoint new members when presented with candidates who fill a particular need or otherwise would serve as an asset to the Board. |
ATI2018 Proxy Statement/5
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| | | PROXY STATEMENT SUMMARY | HIGHLIGHTS
ATI 2024 Proxy Statement | | Proxy Statement Summary |
Governance HighlightsGOVERNANCE HIGHLIGHTS
Our commitment to goodstrong corporate governance is illustrated by the following practices:
Board independence (10 out of 11 directors are independent)
| ◆ | | Board independence (9 out of 11 directors are independent) |
Lead Independent Director with strong and clear responsibilities
| ◆ | | Lead Independent Director |
Independent directors regularly meet in executive sessions without management present
| ◆ | | Independent directors regularly meet in executive sessions without management present |
100% independent Audit, Personnel & Compensation, Finance and Nominating & Governance Committees
| ◆ | | 100% independent Audit & Risk, Compensation & Leadership Development and Nominating & Governance Committees |
Annual Board & Committee Self-Assessments
| ◆ | | Annual Board and committee self-assessments |
Strong corporate governance guidelines and policies
Majority voting/director resignation policy for uncontested elections
| ◆ | | Strong corporate governance guidelines and policies |
Board diversity (female and minority directors comprise over 35% of our Board)
| ◆ | | Majority voting/director resignation policy for uncontested elections |
Proxy Access (adopted in 2016)
| ◆ | | Board diversity (women and people of color comprise 45% of our current Board) and mandatory director retirement age |
Limits on future severance arrangements (since 2016)
Robust stock ownership guidelines for directors and executive management
| ◆ | | Limits on future severance arrangements |
Succession planning for our Board and executive leadership
| ◆ | | Robust stock ownership guidelines for directors and executive leadership |
Board risk oversight
| ◆ | | Intensive succession planning for our Board and executive leadership |
| ◆ | | Well-established Board strategic and risk oversight function |
Stockholder EngagementRISK OVERSIGHT SUMMARY
Understanding the risks and opportunities facing the Company is fundamental to the Board’s ability to effectively exercise its oversight function and promote stakeholder interests. We view the consideration of enterprise risk—the specific financial, operational, business and strategic risks that the Company faces—as integral to our decision-making processes at both the Board and management level. The following, which is meant to be read in conjunction with the more detailed discussion of risk management and oversight beginning on page 22 of this Proxy Statement, illustrates the roles of our Board, its Committees and our management play in the oversight and mitigation of enterprise-wide risks.
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Cybersecurity Risk. Our Board is actively engaged in the oversight of our cybersecurity and information security programs. Our Chief Information Security Officer oversees our comprehensive cybersecurity program, and as part of its program of regular oversight, the Audit and Risk Committee receives quarterly reports from our Chief Digital and Information Officer on ATI’s cybersecurity risk profile and enterprise cybersecurity program.For more information, see “Cybersecurity Risk Management and Oversight” on page 23. Risks Associated with Climate Change. The Board’s Audit and Risk Committee oversees risks associated with climate change and other environmental compliance and sustainability matters, with additional oversight from the Technology Committee. For more information, see “Corporate Responsibility Risk Oversight” on page 24. |
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Proxy Statement Summary | | ATI 2024 Proxy Statement | | | | 7 |
2023 BUSINESS PERFORMANCE
ATI continued its strong performance trajectory in 2023. With our focused commitment to doing what we say we are going to do and solving our customers’ most difficult challenges, we created opportunities in the face of the ongoing global geopolitical, supply chain and other challenges that continue to impact our current environment, capturing new market share and sharpening our operation advantage to drive shareholder value. We continued to successfully execute our strategy, working to ensure sustainable growth as we capitalize on the opportunities presented by unprecedented demand growth, particularly in our core aerospace and defense markets.
Sales of $4.2 billion compared to $3.8 billion in 2022
| ◆ | | Year-over-year aerospace and defense sales up 32% |
| ◆ | | Aerospace and defense represented 63% of sales in Q4, compared to 53% at the end of 2022 |
Gross profit of $803 million compared to $714 million in 2022.
Net income of $423 million, compared to $339 million in 2022
Preserved strong liquidity and cash position
| ◆ | | Annuitized the significant majority of our remaining pension obligations |
| ◆ | | Ended the year with $744 million of cash on hand at December 31 |
Returning capital to stockholders.
| ◆ | | Repurchased $85 million of our outstanding stock and announced a new, $150 million repurchase authorization |
We believe that the strategic and operational changes we have achieved in recent years and continue to pursue are positioning our business for success in 2024 and beyond, and critically, are driving our ability create shareholder value. The following illustrate ATI’s relative total shareholder return (“TSR”) compared to the S&P 500 in 2023 and since the beginning of 2022:
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8 | | | | ATI 2024 Proxy Statement | | Proxy Statement Summary |
STOCKHOLDER ENGAGEMENT
We value the input we receive from our stockholders. As part of our investor relations program, we regularly communicate with our investors and actively engage with them throughout the year. We solicit their feedback on a variety of topics, including among others, matters of corporate responsibility, corporate governance topics and ATI’s executive compensation program.
Our goal is to be responsive to our stockholders and to ensure that we understand and address our stockholders’their concerns and observations. AsFor a resultmore detailed discussion of our stockholderlong-standing and robust annual engagement we have made significant changes to our corporate governance practices and executive compensation program in recent years.
2017 Business Performanceeffort, see page 35 of this Proxy Statement.
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As a result of our stockholder engagement, we have: sharpened our corporate responsibility and corporate governance reporting in general; expanded our disclosures regarding risk oversight, including as it pertains to cybersecurity; significantly expanded our reporting of the potential impacts of climate change on our business with the publication of our stand-alone TCFD Report; made significant changes to our corporate governance practices in recent years; and made responsive changes to our executive compensation programs. |
2023 Say On Pay Vote
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| | Sales were $3.5 billion, up 13%
versus priorLast year, following extensive shareholder engagement in 2022 and responsive changes to certain aspects of our executive compensation programs, our Say on Pay proposal received the support of more than 99% of the shares voted at our 2023 Annual Meeting.
• High Performance MaterialsOur Board believes that this outstanding support from our stockholders is a result of our robust and Components (HPMC) segment sales increased 7%responsive program of engagement and our continuing commitment to $2.07 billion, includingensure a 9% increase in sales to aerospace & defense
• Flat Rolled Products (FRP) segment sales increased 21% to $1.46 billion, including a 51% increase in sales to the oil & gas marketstrong link between pay and an 18% increase in sales to the automotive market
Gross profit margin increased 176%, to $449 million, compared to 2016
• Marked our second year of more than doubling prior year’s gross profit marginperformance.
| | • Demonstrates the benefits of our prior restructuring actions, ongoing focus on high-value products and improved utilization of our manufacturing facilities
Sales to the aerospace & defense market, our largest end-market, increased $128 million, or 8% vs. 2016
• 49% of consolidated ATI sales in 2017
• 76% of HPMC segment sales, driven by an 11% increase in commercial jet engine sales in 2017, including a 35% improvement in sales of next-generation jet engine products
| | Segment operating profit was $283.4 million, or 8% of sales
• HPMC segment operating profit was $246.4 million, or 12% of sales
• FRP segment operating profit was $37.0 million, or 3% of sales
Net loss attributable to ATI was $91.9 million, or $(0.83) per share
• Adjusted net income attributable to ATI was $54.6 million, or $0.48 per share, excluding goodwill impairment, debt extinguishment charges, and tax legislation benefits
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| | PROXY STATEMENT SUMMARY | PAY FOR PERFORMANCE
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Our Compensation Philosophy—Pay for PerformanceOUR COMPENSATION PHILOSOPHY—PAY FOR PERFORMANCE
ATI’s executive compensation program is designed to drivesupport our long-term strategic vision and to align with ourpay-for-performance philosophy. The goals of our program are to compensate executive management based on our performance, create long-term stockholder value and attract and retain key employees. Paying for performance is a key attribute of ATI’s compensation philosophy. As such, a significant portion of the compensation of each named executive officer (“NEO”) is subject to the achievement of rigorous performance goals and, therefore, is “at risk.”
The following table shows target and realizable pay to the CEO over the past three-years in terms of total compensation, annual cash incentive, and long-term incentives. Each of our NEOs received annual cash incentive awards with respect to our 2017 performance.2023 Target Pay Mix
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Proxy Statement Summary | | ATI 2024 Proxy Statement | | | | |
| | • For both 2015 and 2016, our Personnel and Compensation Committee determined that our CEO should forfeit his earned annual cash incentive due to overall Company financial performance.
• Additionally, much of our CEO’s target long-term incentive awards scheduled to vest over the last three years have been forfeited by their terms as a result of the Company’s financial performance failing to achieve threshold performance criteria. Consequently, realized compensation is well below targeted amounts.9
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ATI2018 Proxy Statement/7
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| | PROXY STATEMENT SUMMARY | TOTAL REALIZED COMPENSATION
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Total Realized CompensationTOTAL REALIZED COMPENSATION
When making determinations and awards under our incentive plans, the Compensation and Leadership Development Committee looks to the actual dollar value of awards to be delivered to the NEOs in any given year, as illustrated by the Total Realized Compensation figures below.
The following comparison of 2023 target compensation to realized compensation for our NEOs demonstratesreflects continuing improvement in our business and the outcome of our long-term and short-term incentive programs. Notably, we established short-term incentive targets for 2023 that, consistent with our expectations for the performance of our business, were significantly more challenging than our 2022 short-term incentive targets, resulting in short-term incentive payouts that, while above target, were lower than those paid for 2022. At the same time, our total shareholder return, which generally has significantly outpaced that of our peers for the last two years, reflects the success of our multi-year strategies and resulted in a near-maximum (198.5%) payout for our 2021-2023 PSUs. For earlier performance periods illustrated below, the outcome of our long-term incentive programs was negatively impacted to a meaningful degree by the impact of the COVID-19 pandemic and other challenges that unexpectedly confronted our business in 2020 and 2021.
2017-2023 Total Realized Compensation as % of Annual Target
These multi-year trends demonstrate our ongoing commitment to compensating our leadership based on the Company’s performance and placing a significant portion of senior executive compensation “at risk”:risk.”
2023 Target Annual Compensation Comparison to Total Realized Compensation
| | | | | | | | | | | | | | |
| Named Executive Officer | | 2017 Target
Compensation | | | 2017 Total Realized
Compensation | | | | | % of Target
Realized | |
Harshman | | | $5,989,000 | | | $ | 3,524,831 | | |  | | | 58.9% | |
DeCourcy | | | $1,824,000 | | | $ | 1,340,605 | | | | | | 73.5% | |
Kramer | | | $1,710,000 | | | $ | 1,220,086 | | | | | | 71.4% | |
Sims | | | $1,938,000 | | | $ | 1,423,376 | | | | | | 73.4% | |
Wetherbee | | | $1,938,000 | | | $ | 1,371,768 | | | | | | 70.8% | |
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| Named Executive Officer | | 2023 Target Annual
Compensation | | | 2023 Total Realized
Compensation | | | | | % of Target
Realized | |
| | | | |
Wetherbee | | | $6,193,000 | | | | $16,011,464 | | | 
| | | 258% | |
| | | | |
Fields | | | $3,235,000 | | | | $5,987,334 | | |
| | | 185% | |
| | | | |
Newman | | | $2,520,000 | | | | $5,447,979 | | |
| | | 216% | |
| | | | |
Davis | | | $1,905,500 | | | | $4,146,311 | | |
| | | 218% | |
| | | | |
Harris | | | $1,850,000 | | | | $4,111,809 | | |
| | | 222% | |
Total Realized Compensation is calculated as follows:
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Total Compensation as determined by SEC rules in the “Total” column of the Summary Compensation Table
10 | | - | | the aggregate grant date fair value of equity awards (as reflected in the Stock Awards column of the 2017 Summary Compensation Table)ATI 2024 Proxy Statement
| | - | | theyear-over-year change in pension value andnon-qualified deferred compensation (as reflected in the Change in Pension Value andNon-Qualified Deferred Compensation Earnings column of the 2017 Summary Compensation Table)
| | + | | thevalue realized in 2017 from shares earned under the 2015-2017 Long-Term Shareholder Value (“LTSV”) award program and the portion of shares awarded under our 2016 Long-Term Incentive Plan that vested in 2017 (as reflected in the Options Exercised and Stock Vested Table; no shares vested under the Performance/Restricted Stock (“PSRP”) or Total Shareholder Return (“TSR”) programs for the 2015-2017 period).
Item 1: Election Of Directors Director Terms |
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2017 Say On Pay Vote
In 2017, our Say On Pay proposal received the support of96% of the shares voted at our Annual Meeting. Our Board believes this high level of support from our stockholders is a result of our commitment to ensure a strong link between pay and performance.
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Item 1: Election Of Directors
8\ATI2018 Proxy Statement
Item 1 –Election of Directors
Our Board of Directors has nominated four directors for election. Herbert J. Carlisle, Diane C. Creel, John R. PipskiDavid P. Hess, Marianne Kah and James E. RohrRuby Sharma are standing for election to the Board as Class I directors for three-year terms expiring in 2021.2027. Consistent with our mandatory retirement policy for directors, James C. Diggs will retire from our Board at the conclusion of the 2024 Annual Meeting.
Plurality Voting: Directors are elected by a plurality of the votes cast. This means that the fourthree individuals nominated for election to the Board who receive the most “FOR” votes (among votes properly cast in person, electronically, telephonically or by proxy) will be elected.
Director Resignation Policy: While directors are elected by a plurality of the votes cast, our Bylaws include a director resignation policy. This policy states that, in an uncontested election, if any director nominee receives a greater number of votes “WITHHELD” from his or her election, as compared to votes “FOR” such election, the director nominee must tender his or her resignation. The Nominating and Governance Committee of the Board is required to make recommendations to the Board regarding any such tendered resignation. The Board will act on the tendered resignation within 90 days from the certification of the vote and will publicly disclose its decision, including its rationale.
Only votes “FOR” or “WITHHELD” are counted in determining whether a plurality has been cast in favor of a director nominee; abstentions are not counted for purposes of the election of directors. If you withhold authority to vote with respect to the election of some or all of the nominees, your shares will not be voted with respect to those nominees indicated. For a “WITHHOLD”WITHHOLD vote, your shares will be counted for purposes of determining whether there is a quorum and will have a similar effect as a vote against that director nominee for purposes of our director resignation policy.
If a nominee becomes unable or unwilling to serve, the proxies will vote for a Board-designated substitute or the Board may reduce the number of directors. The Company has no reason to believe that any of the nominees for election will be unable or unwilling to serve.
Director TermsDIRECTOR TERMS
Our directors currently are divided into three classes, and the directors in each class generally serve for three-year terms unless unable to serve due to death, retirement or disability. The term of one class of directors currently expires each year at theour annual meeting of stockholders. The Board may fill a current or anticipated vacancy by electing a new director to the same class as the director being replaced or by effectively reassigning a director from another class. The Board may also create a new director position in any class and elect a director to hold the newly created position. It
Mandatory Retirement Policy: Our Corporate Governance Guidelines include a mandatory retirement requirement that applies to our directors. Under this policy, an ATI director is expected that new directors appointed byto retire from the Board no later than the conclusion of the first Annual Meeting of Stockholders that occurs after his or her 75th birthday. If a director will standreach his or her 75th birthday during his or her next upcoming term, the Nominating and Governance Committee takes that fact into account in determining whether to recommend nomination of the director for election byreelection. Mr. Diggs will, consistent with this policy, retire from our Board immediately following the stockholders at the next annual meeting.2024 Annual Meeting.
ATI2018 Proxy Statement/9
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| | ITEM 1 – ELECTION OF DIRECTORS | OUR DIRECTOR NOMINATION PROCESS
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Our Director Nomination ProcessOUR DIRECTOR NOMINATION PROCESS
The Board is responsible for recommending director nominees to the stockholders and for selecting directors to fill vacancies between stockholder meetings. The Nominating and Governance Committee recommends candidates to the Board.
The Committee considers director candidates suggested by members of the Committee, othersitting directors, senior management and stockholders. For information on howstockholders, among other sources. Additionally, the Board has, at times, engaged an external search firm to submitfacilitate nationwide candidate searches as part of its refreshment efforts. The Committee believes that a candidate for consideration, please see “2019 Annual Meetingwide-ranging and Stockholder Proposals.”robust search is the best way to identify those candidates who most aptly meet the experience, skill and other criteria established by the Committee as necessary or desirable additions to the Board.
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Item 1: Election Of Directors Our Director Nomination Process | | ATI 2024 Proxy Statement | | | | 11 |
Director Criteria for Nominees
Director candidates are generally selected on the basis of the following criteria:
| ◆ | | Director Criteria For Nominees
Director candidates are generally selected on the basis of the following criteria:
•their business or professional experience;
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•
| ◆ | | recognized achievement in their respective fields; |
•
•
| ◆ | | ability to devote sufficient time to the affairs of ATI; •
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| ◆ | | the diversity of their backgrounds; |
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| ◆ | | ability to represent the interests of all stockholders; and |
•
| ◆ | | the skills and experience that their membership adds to the overall competencies of the Board; and• the current needs of our company.
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Board. |
Board Diversity is one of many criteria considered by the Board when evaluating candidates. A key factor in determining director nominees is our interest in building a cognitively diverse board representing a wide breadth of experience and perspectives.
10\ATI2018 Proxy Statement
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12 | | | | ITEM 1 – ELECTION OF DIRECTORS | OUR DIRECTOR NOMINATION PROCESS
ATI 2024 Proxy Statement | | Item 1: Election Of Directors Our Director Nomination Process |
In evaluating the needs of the Board, the Nominating and Governance Committee considers the qualifications and past contributions to the Board of sitting directors and consults with our Board Chair and Chief Executive Officer, other members of the Board (including as part of the Board’s annual self-evaluation), the Chairman, President and Chief Executive Officer, and other members of executive management. At a minimum, all recommended candidates must exemplify the highest standards of personal and professional integrity, meet any required independence standards, and be willing and able to constructively participate in and contribute to Board and committee meetings. Our Board engages, as appropriate, in refreshment efforts that focus on these and other more specific criteria, including ensuring that the Board continues to include key characteristics and skill sets.
Additionally, the Committee conducts individual reviewsDiversity of current directors whose terms are nearing expiration, but who may be proposed forre-election, in light of the considerations described above and their past contributions to the Board.
Continuing Director Skills Summaryand Background
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| CEO EXPERIENCE gives our Board strong leadership and experience across a range of corporate governance, strategic planning, finance, operational and management and succession planning matters. | | ∎ | | | | ∎ | | | | | | | | | | | | ∎ | | | | ∎ | | | | | | | | ∎ | | | | | | | | ∎ | | |
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| INDUSTRY/MANUFACTURING KNOWLEDGE provides valuable, in-depth knowledge of our industry and/or the end markets we serve, with a detailed understanding of our business challenges and opportunities. | | ∎ | | | | ∎ | | | | ∎ | | | | ∎
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| OPERATIONS/PRODUCTION experience gives our Board a practical understanding of the development and implementation of our business plan and the risks and opportunities that can impact our operations and strategies. | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | | | | | ∎ | | | | | | | | ∎ | | |
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| FINANCIAL EXPERTISE provides our Board with the financial acumen necessary to inform its oversight of our financial performance and reporting, internal controls and long-term strategic planning. | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | |
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| TECHNICAL OR LEGAL experience brings important perspectives for our business to develop innovative products and technologies and to the Board’s risk oversight function. | | | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | | | | | | | | | ∎ | | | | ∎ | | |
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| LABOR/HUMAN RESOURCES experience enables directors to make important contributions to our efforts to engage in robust succession planning, to attract, motivate and retain high-performing employees, and to interact effectively with our workforce. | | ∎ | | | | | | | | | | | | ∎ | | | | ∎ | | | | ∎ | | | | | | | | ∎ | | | | | | | | ∎ | | |
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| MARKETING/COMMUNICATIONS experience helps guide our strategic efforts to develop new and existing markets and to communicate effectively with our stakeholders. | | ∎ | | | | ∎ | | | | | | | | | | | | ∎ | | | | ∎ | | | | | | | | ∎ | | | | | | | | ∎ | | |
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| GOVERNMENT/ENVIRONMENTAL backgrounds and experience gives directors a deep understanding of the regulatory environment in which we operate. | | | | | | ∎ | | | | | | | | | | | | ∎ | | | | | | | | ∎ | | | | ∎ | | | | | | | | | | |
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| INTERNATIONAL/M&A experience is relevant to the global nature of our business and to our long-term strategic planning. | | ∎ | | | | ∎ | | | | ∎ | | | | | | | | ∎ | | | | ∎ | | | | ∎ | | | | | | | | ∎ | | | | ∎ | | |
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| GENDER AND RACIAL/ETHNIC DIVERSITY is crucial to ensuring that our Board includes an appropriately wide range of perspectives and experiences and that our Board refreshment efforts are drawing from a sufficiently deep and wide talent pool to ensure that we recruit the candidates best suited to lead our Company. | | | | | | | | | | ∎ | | | | ∎ | | | | | | | | | | | | ∎ | | | | | | | | ∎ | | | | | | |
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| CORPORATE GOVERNANCE/CORPORATE RESPONSIBILITY experience supports our emphasis on strong Board and management accountability, transparency, protection of shareholder interests and long-term value creation. | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | | | ∎ | | |
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Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability | | ATI 2024 Proxy Statement | | | | 13 |
Our 2018 Director Nominees and Continuing DirectorsOUR 2024 DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Our Board determined that each of the four director nominees qualifies for election under the criteria for evaluation of directors. The Board determined that Ms. CreelKah, Ms. Sharma and Messrs. Carlisle Pipski and RohrHess qualify as independent directors under applicable rules and regulations and our categorical Board independence standards.
regulations. All of our directors bring to our Board a wealth of leadership experience derived from their service in executive and managerial roles, as well as extensive board experience. Background information about the nominees and the continuing directors, including their business experience and directorships held during the past five years, and certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole, are described in the following pages.is provided below.
ATI2018 Proxy Statement/11
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| | ITEM 1 – ELECTION OF DIRECTORS | 2018 DIRECTOR NOMINEES
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Nominees – Class I – Term to Expire at the 20212027 Annual Meeting
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 | | Herbert J. Carlisle |
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New Director in 2018
Age 62
| | Director since 2018 Age 68 | | | | |
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General Carlisle has beenserved as President and Chief Executive Officer of the National Defense Industrial Association (NDIA) sincefrom March 2017 when he retired fromto April 2022, following a 39-year career in the United States Air Force, from which he retired as a four-star general following a39-year military career.general. His last Air Force assignment was as Commander, Air Company Command at Langley Air Force Base in Virginia. Prior to that, he was the Commander of the Pacific Air Forces, the air component Commander for the U.S. Pacific Command, and served as executive director of Pacific Air Combat Operations staff, Joint Base Harbor in Hawaii, following various operational and staff assignments throughout the Air Force, including as chief of air operations, U.S. Central Command Forward in Riyadh, Saudi ArabiaArabia. During that time, General Carlisle participated in Operation Restore Hope in Somalia. He also served as deputy director and, later, as director of legislative liaison at the Office of the Secretary of the Air Force. | | | | | | Board Committees: Member, Audit & Risk and Technology General Carlisle is a member of the Audit CommitteeSkills and the Technology CommitteeQualifications
SKILLS AND QUALIFICATIONS:
The Board believes that General Carlisle’s qualifications include his executive leadership experience as a senior military official, his legislative and government experience and his experience and knowledge in the aerospace and defense fields.
Current Directorships: ◆ Elbit Systems of America ◆ The Entwistle Company ◆ Crew Training International |
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14 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability |
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Diane C. Creel |
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David P. Hess 
Director since 1996
Age 69
Lead Independent
Director
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| Director since 2019 Age 68 | | | | |
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Mr. Hess has 40 years of experience in the aerospace industry, including 38 at United Technologies Corporation where he most recently served as Executive Vice President and Chief Customer Officer for UTC Aerospace from January 2016 until his retirement in January 2017. From 20032009 to 2014 he was President of Pratt & Whitney, a subsidiary of UTC, responsible for the company’s global operations in the design, manufacture and service of engines for commercial and military aircraft. Most recently, Mr. Hess served as a board member for Arconic Corporation from March 2017 to May 2019, and as Arconic’s Chief Executive Officer from April 2017 to January 2018. Mr. Hess was a 10-year member of the Aerospace Industries Association Board of Governors Executive Committee and is a fellow of the Royal Aeronautical Society. | | | | | | Board Committees: Chair, Technology and member, Nominating & Governance and Compensation & Leadership Development. Skills and Qualifications Mr. Hess’s qualifications include his extensive aerospace background and leadership experience, including his recent service as a Chief Executive Officer. Current Directorships: ◆ Woodward, Inc. ◆ Southwest Airlines Co. Past Directorships: ◆ Arconic Corporation |
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 | | Marianne Kah | | | | |
| Director since 2019 Age 70 | | | | |
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Ms. Kah is a global energy and raw materials markets expert with extensive experience in board-level strategic planning and risk analysis. She served as Chief Economist for ConocoPhillips, an oil and gas exploration and production company, for more than 20 years until her retirement in 2008, 2017, developing market outlooks, risk assessments and scenario plans that drove corporate strategy. She currently serves as an adjunct senior research scholar and Advisory Board member of Columbia University’s Center on Global Energy Policy. In 2021, she received certification by Ceres and University of California Berkeley School of Law in “ESG: Navigating the Board’s Role.” She is Past President of the U.S. Association for Energy Economics and recently co-led the Energy Roundtable for the National Association for Business Economics. | | | | | | Board Committees: Member, Audit & Risk and Technology Committees. Skills and Qualifications Ms. CreelKah’s qualifications include her energy markets experience and expertise, her leadership skills and past role as a senior leader of a global public company, and her extensive strategic planning background. Past Directorships: ◆ PGS ASA |
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 | | Ruby Sharma | | | | |
| Director since 2023 Age 57 | | | | |
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Ms. Sharma was Managing Partner of RNB Strategic Advisors, a strategic advisory firm, from September 2018 to August 2022. She previously served as Chairman, Chief Executive Officera Partner at Ernst & Young LLP from 2002 until her retirement in December 2017. Prior to that, Ms. Sharma was Senior Manager of Forensic and President of Ecovation, Inc., a subsidiary of Ecolab Inc. and a waste stream technology company using patented technologies. Ecovation became a subsidiary of Ecolab Inc. in 2008. Previously, Ms. CreelLitigation Services at Arthur Anderson. She previously served as Chief Executive Officer and President of Earth Tech, an international consulting engineering firm, from 1992 to 2003.Ms. Creel has served as Lead Independent Director sincea board trustee for the position was established in 2011. Ms. Creel is Chair of the Nominating and Governance CommitteeNational Ascend Organization and a member of the PersonnelAsia Society Business Council.
| | | | | | Board Committees: Member, Audit & Risk and Compensation Committee.Technology Committees. SKILLS AND QUALIFICATIONS:Skills and Qualifications
The Board believes that Ms. Creel’sSharma’s qualifications include her experience as a chief executive officer of various companiesin senior leadership positions and her entrepreneurial, managementfinancial and technical experience.
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| CURRENT DIRECTORSHIPS:public company accounting expertise.
• Timken Steel CorporationCurrent Directorships:
◆ SoundThinking, Inc. ◆ Bowflex, Inc. ◆ S&C Electric Company ◆ Southwest Gas Holdings, Inc. • EnPro Industries, Inc.Past Directorships
◆ Aspira Women’s Health ◆ Penn Medicine Princeton Health |
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Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability | | PAST DIRECTORSHIPS:
• URS Corporation and Goodrich Corporation
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John R. Pipski |
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Director since 2011
Age 70
Audit Committee
Financial ExpertATI 2024 Proxy Statement
| | Mr. Pipski was a tax partner of Ernst & Young LLP, a public accounting firm, until his retirement in 2001. Thereafter, he provided business advisory and financial and tax accounting services through his own firm until 2013.
Mr. Pipski is Chair of the Audit Committee and a member of the Finance Committee.
SKILLS AND QUALIFICATIONS:
The Board believes that Mr. Pipski’s qualifications include his expertise in financial and tax accounting for public companies, including those in the metals and mining industries, and his general business experience.
PAST DIRECTORSHIPS:
• CNX Gas Corporation (Chairman of its Audit Committee)
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12\ATI2018 Proxy Statement
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| | | ITEM 1 – ELECTION OF DIRECTORS | 2018 DIRECTOR NOMINEES15
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James E. Rohr |
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Director since 1996
Age 69
| | Mr. Rohr served as Executive Chairman of The PNC Financial Services Group, Inc., a diversified financial services organization, from May 2013 until his retirement in April 2014. Previously, he was Chairman from 2001 until April 2013 and Chief Executive Officer from 2000 until April 2013. He served as President of The PNC Financial Services Group from 1990 to 2002.
Mr. Rohr is Chair of the Personnel and Compensation Committee.
SKILLS AND QUALIFICATIONS:
The Board believes that Mr. Rohr’s qualifications include his significant leadership and management experience from his years of serving as a chief executive officer of a large, publicly traded company and his expertise in capital markets and financial matters.
|
| CURRENT DIRECTORSHIPS:
• EQT Corporation
• Marathon Petroleum Corporation (Appointed as Lead Director beginning in April 2018)
• General Electric Company (until April 2018)
| | PAST DIRECTORSHIPS:
• The PNC Financial Services Group, Inc., and BlackRock Inc.
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Continuing Directors – Class II – Term to Expire at the 20192025 Annual Meeting
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Richard J. Harshman |
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Leroy M. Ball, Jr. 
Director since 2011
Age 61
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| | Director since 2019 Age 55; Audit Committee Financial Expert | | | | |
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Mr. Harshman became Chairman,Ball has been the President and Chief Executive Officer in May 2011. He was Presidentof Koppers Holdings Inc., a leading integrated global provider of treated wood products, wood treatment chemicals and carbon compounds, since January 2015, having served as its Chief Operating Officer from 2010 until May 2011. Prior to that, he servedAugust 2014 through December 2014, as Executive Vice President, Financeboth its Chief Operating Officer and Chief Financial Officer from 2003May 2014 to 2010.August 2014, and as its Chief Financial Officer from 2010 to May 2014. Before joining Koppers, Mr. Harshman joinedBall served as the Company in 1978Senior Vice President and served in several financial management rolesChief Financial Officer of Calgon Carbon, Inc., a provider of services, products and solutions for the Company.purifying water and air, from 2002 to 2010. | | | | | | Board Committees: Chair, Audit & Risk Committee and member, Compensation & Leadership Development and Technology Committees. SKILLS AND QUALIFICATIONS:Skills and Qualifications
The Board believes that Mr. Harshman’sBall’s qualifications include his experience in senior leadership positions his intimate knowledge of the industry and ATI’s business given his tenure with the Company, and his operational, financial, expertise. Furthermore, the Board believes that Mr. Harshman’s current position as Chairman, President and Chief Executive Officer provides a unified vision for ATI.public company accounting expertise.
CURRENT DIRECTORSHIPS:Current Directorships:
◆ Koppers Holdings Inc. • Ameren Corporation (Appointed as Lead Independent Director beginning in May 2018)◆ Koppers, Inc. (a subsidiary of Koppers Holdings Inc.)
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Carolyn Corvi |
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Carolyn Corvi 
Director since 2012
Age 66
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| | Director since 2012 Age 72 | | | | |
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Upon her retirement in 2008, Ms. Corvi concluded a34-year career with The Boeing Company, a diversified aerospace company, where she most recently served as Vice President, General Manager of Airplane Programs, Boeing Commercial Airplanes, a position she held from 2005 until her retirement. Ms. Corvi is aBoard Committees:
Chair, Compensation & Leadership Development and member, of the Finance Committee, the PersonnelNominating & Governance and Compensation Committee,Technology. | | | | | | Skills and the Technology Committee.Qualifications SKILLS AND QUALIFICATIONS:
The Board believes that Ms. Corvi’s qualifications include her extensive senior leadership experience in the aerospace industry (ATI’s largest end-market)core end market) and her knowledge of and experience in manufacturing.
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| CURRENT DIRECTORSHIPS:Current Directorships
•◆ Hyster-Yale Materials Handling, Inc.
•◆ United Continental Holdings, Inc.
| | PAST DIRECTORSHIPS:
•Past Directorships:
◆ Goodrich Corporation and Continental Airlines, Inc. |
ATI2018 Proxy Statement/13
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16 | | | | ITEM 1 – ELECTION OF DIRECTORS | CONTINUING DIRECTORSATI 2024 Proxy Statement
| | Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability |
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 | | Robert S. Wetherbee | | | | |
| Director since 2019 and Board Chair since May 2021 Age 64 | | | | |
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Barbara S. Jeremiah |
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Director since 2008
Age 66
| | Prior to her retirementMr. Wetherbee began serving as ATI’s Chief Executive Officer and as a member of the Board on January 1, 2019. He was appointed Board Chair in 2009, Ms. JeremiahMay 2021 and also served as President from January 2019 until June 2023. He served as Executive Vice President, ATI Flat Rolled Products Group, from January 2015 to December 2018, and prior to that, was the President of Alcoa, Inc., a leading aluminum producer,ATI Flat Rolled Products from 2002 until 2008, when she also assumed the position of Chairman’s Counsel.
Ms. Jeremiah is a member of the Finance Committee and the Technology Committee.
SKILLS AND QUALIFICATIONS:
The Board believes that Ms. Jeremiah’s qualifications include her strong background in the metals industry and significant strategic development and international experience.
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| CURRENT DIRECTORSHIPS:
• Russel Metals, Inc.
• Aggreko plc
• Weir Group
| | PAST DIRECTORSHIPS:
• Boart Longyear Limited (Chair fromApril 2014 to January 2015. From March 2013 to 2015), EQT Corporation and First Niagara Financial Group, Inc.
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John D. Turner |
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Director since 2004
Age 72
| | February 2014, Mr. Turner served as ChairmanWetherbee was President and Chief Executive Officer of Copperweld Corporation,Minerals Technologies, Inc. He served as President of ATI’s tungsten business from 2010 through 2012, following a manufacturer of tubular29-year career with Alcoa Inc. | | | | | | Skills and bimetallic wire products, from 2001 until his retirement in 2003. Qualifications Mr. Turner is the Chair of the Technology Committee and a member of the Finance Committee and the Nominating and Governance Committee. SKILLS AND QUALIFICATIONS:
The Board believes that Mr. Turner’sWetherbee’s qualifications include his experience in executive oversight and senior leadership positions background inboth at ATI and at other publicly traded manufacturers and his extensive knowledge of the manufacturing sector,industry and familiarityof ATI’s business given his tenure with industrialthe Company and technical matters.his past long-tenured experience with another major metals producer.
CURRENT DIRECTORSHIPS:Current Directorships
• Matthews International◆ Commercial Metals Corporation (Chairman since 2010)
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Continuing Directors – Class III – Term to Expire at the 20202026 Annual Meeting
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James C. Diggs |
 | | Kimberly A. Fields | | | | |
| Director since 2024 Age 54 | | | | |
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| Ms. Fields will become ATI’s President and Chief Executive Officer on July 1, 2024. She was appointed President and Chief Operating Officer in June 2023, having served as Executive Vice President and Chief Operating Officer from January 2022 to June 2023, as Executive Vice President, AA&S and HPMC throughout 2021 and as Executive Vice President, Advanced Alloys & Solutions from April 2019 to December 2020. She joined ATI in April 2019 after serving as Group President at IDEX Corporation since 2015. Previously, Ms. Fields served as Executive Vice President for the integrated global steel producer EVRAZ, where she had full responsibility for all activities for the $2 billion North American Flat Products business. Prior to that, Ms. Fields was General Manager of Industrials for GE Energy, with global responsibility for growing GE’s penetration in metals, petrochemicals and mining segments, after holding a series of leadership positions with Alcoa, Inc., The Boston Consulting Group and Owens Corning Fiberglass. She is member of the Board of Directors of Silgan Holdings, Inc. | | | | | | Skills and Qualifications Ms. Fields’s qualifications include her extensive leadership, operational and industry-specific knowledge, and strategic planning expertise Current Directorships: ◆ Silgan Holdings, Inc. |
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Director since 2001
Age 69Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability
| | Prior to his retirement in 2010, Mr. Diggs was Senior Vice President and General Counsel of PPG Industries, Inc., a manufacturer and distributor of a broad range of paints, coatings and specialty materials, since 1997. He held the position of Secretary from 2004 to 2009.
Mr. Diggs is Chair of the Finance Committee and is a member of the Audit Committee and the Nominating and Governance Committee.
SKILLS AND QUALIFICATIONS:
The Board believes that Mr. Diggs’s qualifications include his experience with industry and legal matters, his senior leadership at a global public company, and his experience with domestic and international operations.
ATI 2024 Proxy Statement |
| | CURRENT DIRECTORSHIPS:
• Brandywine Realty Trust
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14\ATI2018 Proxy Statement
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| | | ITEM 1 – ELECTION OF DIRECTORS | CONTINUING DIRECTORS17
|
| | | | | | |
 | | J. Brett Harvey | | | | |
| Director since 2007, Lead Independent Director since May 2021 Age 73 | | | | |
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J. Brett Harvey |
| | |
Director since 2007
Age 67
| | Mr. Harvey previously served as Chairman Emeritus of CONSOL Energy Inc., a leading diversified energy company in the United States, from May 2016 to May 2017. He served as Chairman of CONSOL from 2010 until his retirement in May 2016 and was Executive Chairman from May 2014 to January 2015. Mr. Harvey was Chief Executive Officer of CONSOL from 1998 until May 2014. He also served as President from 1998 until 2011. Mr. Harvey was Chairman of CNX Gas Corporation, a subsidiary of CONSOL, from 2009 to 20142010 and was a Director of CNX from 2005 to 2014. Mr. Harvey is a member of theBoard Committees:
Member, Nominating and& Governance Committee and the Personnel and Compensation Committee.& Leadership Development Committees | | | | | | Skills and Qualifications SKILLS AND QUALIFICATIONS:
The Board believes that Mr. Harvey’s qualifications include his significant oversight experience from serving as the chief executive officer of a public company,companies, his industry experience in the oil and gas market (a large end-marketend market for ATI), and his operational expertise.
|
| CURRENT DIRECTORSHIPS:Current Directorships:
•◆ Barrick Gold Corporation (Lead Independent Director since 2013)
•◆ Warrior Met Coal (Lead(Chairman since January 2023; Lead Independent Director since February 2018)
| | PAST DIRECTORSHIPS:from 2018 to 2023)
•Past Directorships:
◆ CONSOL Energy Inc. (Chairman from 2010 to 2016) and CNX Gas Corporation (Chairman from 2009 to 2010) |
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 | | David J. Morehouse |
| | |
Director since 2015
Age 57
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| Director since 2015 Age 63 | | | | |
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Mr. Morehouse iswas appointed Senior Advisor to the President of the Pittsburgh Steelers in August 2022, following his retirement from his prior role as Chief Executive Officer and President of Pittsburgh Penguins LLC, which owns and operates the Pittsburgh Penguins National Hockey League team. He was namedserved as President of the Pittsburgh Penguins infrom 2007 to 2010 and has also served as Chief Executive Officer since 2010.from 2010 to April 2022. He joined the Pittsburgh Penguins in 2004 as a consultant for special projects, including the construction of the team’s current arena. Additionally, Mr. Morehouse holds a master’s degree from Harvard’s John F. Kennedy School of Government and has extensive government relations experience, having previously worked in the Clinton administration, at the Pentagon and on four presidential campaigns. | | | | | | Board Committees: Member, Audit & Risk and Technology Committees. The United Steelworkers (“USW”) initially proposed the nomination of Mr. Morehouse in contemplation of the 2017 retirement of former ATI director Louis J. Thomas, the previous USW nominee to our Board. The Collective Bargaining Agreement between Allegheny Ludlum, which is an ATI subsidiary,Skills and the USW permits the International President of the USW to propose to our Chairman one nominee for election to our Board.Qualifications
Mr. Morehouse is a member of the Audit Committee and the Technology Committee.
SKILLS AND QUALIFICATIONS:
The Board believes that Mr. Morehouse’s qualifications include his leadership, strategic planning and development, operations, branding and marketing, and government relations experience.
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18 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability |
ATI2018 Proxy Statement/15
Our Corporate Governance
We at ATI are committed to a strong self-governance program. Our corporate governance practices are designed to maintain high standards of oversight, compliance, integrity and ethics, while promoting growth in long-term stockholder value. The role of our Board of Directors is to ensure that ATI is managed for the long-term benefit of our stockholders and other stakeholders.
Each year, we review our corporate governance and compensation policies and practices and engage with our stockholders. In our ongoing effort to ensure that our governance policies and practices consistently reflect best practices, we take suggestions from our stockholders into consideration, along with developments and evolving trends reflected in the standards established by proxy advisory firms, as well as in the policies, practices and disclosures of other public companies. In this way, we affirm our commitment to RELENTLESS INNOVATION™performance and innovation by continually evolving our programs to benefit all of our stakeholders.
Our Commitment to Integrity and SustainabilityOUR COMMITMENT TO INTEGRITY, CORPORATE GOVERNANCE AND SUSTAINABILITY
| | |
| | ATI is committed to conducting its business in an honest, ethical and lawful manner. Our employees strive to satisfy the spirit and intent, as well as the technical requirements, of the contracts we enter into and the laws, regulations and rules that govern us. |
| | We are committed to protecting the health and safety of our employees, the environment, and our communities. We support sustainable development and consistently work to improve our operations to the benefit of our stockholders, employees, customers and local communities. |
| | We are committed to providing a workplace where employees are treated with dignity and respect, free of harassment and discrimination, and where all employees can fulfill their potential based on merit and ability. |
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| | We value our reputation. We pledge to promptly address issues in a lawful and proper manner. We strive to create value for our stakeholders while continually improving our performance as a good corporate citizen. |
| | We are also committed to providing information in our financial reporting that is accurate, complete, objective, relevant, timely and transparent, and we have a robust system of internal controls. |
| | We take these commitments seriously. Our management and our Board have instilled a culture throughout our organization that supports and honors these commitments. We expect that the actions of our employees, officers and directors comply with these principles and all polices undertaken to further these objectives. |
Corporate Governance Information on Our Website
The following governance documents are available on our website atimaterials.com, at “Investors – Corporate Governance”:
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| ◆ | | Corporate Governance Information on our Website
The following governance documents are available on our website,www.atimetals.com, at “About ATI—Corporate Governance”:
•Corporate Governance Guidelines
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| ◆ | | •Corporate Guidelines for Business Conduct and Ethics (including Financial Code of Ethics)
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| ◆ | | •Board Committee Charters
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| ◆ | | •Certificate of Incorporation and Bylaws
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Paper copies can be obtained by writing to the Corporate Secretary, ATI Inc., 116 15th Street, Pittsburgh, PA 15222.
Additionally, our current Corporate Responsibility Report and TCFD Report are available at ATImaterials.com/aboutati/Pages/safety-sustainability. For more information, see page 29 of this Proxy Statement.
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Paper copies can be obtained by writing to theOur Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479.
Governance ATI Corporate Governance at a Glance | | |
ATI 2024 Proxy Statement
16\ATI2018 Proxy Statement
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| | | OUR CORPORATE GOVERNANCE | ATI CORPORATE GOVERNANCE AT A GLANCE19
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ATI Corporate Governance at a GlanceCORPORATE GOVERNANCE AT A GLANCE
Presented below are some highlights of the ATI corporate governance program. You can find details about these and other corporate governance policies and practices within this Proxy Statement.
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Board
Independence | | • 10◆ All of our 11current directors are independent.
• Our CEOindependent, except for Mr. Wetherbee, who is the only management director.
our Board Chair and Chief Executive Officer, and Ms. Fields, who is our President and Chief Operating Officer and CEO-elect. |
| Board
Composition |
| Lead Independent Director | | •◆ J. Brett Harvey currently serves as our Lead Independent Director.
◆ Our independent directors meet in regularly scheduled executive sessions without the presence of management. ◆ Stockholders can communicate with the independent directors through the Lead Independent Director. |
| |
Board
Composition | | ◆ Currently, the Board has fixed the number of directors at 11.eleven. •◆ Our Board regularly assesses its performance and can adjust the number of directors according to need or as the opportunity arises to enhance the overall mix of skills and experience represented on our Board.
•◆ As shown underItem 1 – Election of Directors, our Board has a diverse mix of skills, experience and background.
background; 36% of our directors are women and 18% are people of color. We also have a mandatory retirement age, as described elsewhere in this Proxy Statement. |
| |
Accountability to
Stockholders | | •◆Engagement with Stockholders. We actively reach out to our stockholders through our annual engagement program and communicate with them on important compensation, governance and environmental and social sustainability issues. Also, stockholders can contact our Board, Board Chair, Lead Independent Director or management by email or regular mail.
•◆Proxy Access. We allow a stockholder or group of up to 20 stockholders owning an aggregate of 3% or more of our outstanding common stock for at least three years to nominate and include in our proxy materials director nominees constituting up to 20% of the number of directors then in office or two nominees, whichever is greater, provided the stockholders and nominees otherwise satisfy the requirements of our Bylaws.
•◆Majority Voting/Director Resignation Policy. Our director resignation policy provides that any nominee for director in an uncontested election who receives a greater number of votes “withheld” than votes “for” his or her election must promptly tender his or her resignation to the Board for the Board’s consideration.
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Independent
Board
Committees | | •◆ We have fivefour Board committees: Audit; Finance;Audit & Risk; Nominating and& Governance; Personnel and Compensation;Compensation & Leadership Development; and Technology.
•◆ All of the Board committees are composed entirely of independent directors, and each has a written charter that is reviewed and reassessed annually and is posted on our website.
|
| Strong Lead
Independent
Director |
| Risk Oversight | | • Diane C. Creel serves as our Lead Independent Director. We encourage open communication and strong working relationships among the Lead Independent Director, Chairman and other directors.
• Our independent directors meet in regularly scheduled executive sessions, led by the Lead Independent Director, without the presence of management.
• Stockholders can communicate with the independent directors through the Lead Independent Director.
|
Risk Oversight | | •◆ Our full Board is ultimately responsible for risk oversight and has designated committees to have particularassist in the oversight of certain key risks. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.
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Succession
Planning | | •◆ The Board actively monitors our management succession plans and receives regular updates on employee engagement, diversity and retention matters. At least annually, the Board reviews senior management succession and development plans.
•◆ Additionally, the Board evaluatedevaluates matters related to Board succession and the processes by which additional directors with strong and diverse experience can be attracted and selected for future Board seats.
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| Board/ Committee
Self-evaluation |
| Self-Evaluations | | • We have an annual self-evaluation process for the Board. • We have an annual self-evaluation processBoard and for each standing committee of the Board.
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Director and NEO
Stock Ownership | | •◆ Each director is expected to own ATI common stock with a value equivalent to at least 10,000 sharesfour times the amount of the annual cash retainer that we pay to our common stock.directors.
•◆ Executives are expected to own ATI common stock with a value equivalent to:
•– CEO: 6six times base salary;
•– Executive Vice Presidents and the Chief Financial Officer: 3Presidents: three times base salary; and
•– Senior Vice Presidents: 2two times base salary.
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Ethics/Corporate
Responsibility | | •◆ Our Corporate Governance Guidelines, Corporate Guidelines for Business Conduct and Ethics,, as well as the Company’s attention to environmental, social our Supplier Expectations and governance issues,Supply Chain Policies, TCFD Report and annual Corporate Responsibility and ESG Reports are each disclosed on our website.
• The Company has◆ Our Corporate Guidelines for Business Conduct and Ethics apply to all of our directors, officers and employees, and we have an active ethics and compliance program that requires each of them to participate in training and make annual certifications with respect to the Guidelines.
◆ We expect each of our suppliers to comply with our Supplier Expectations and Policies, including policies with respect to business conduct and ethics, the sourcing of conflict minerals and policies to combat bribery, corruption and human trafficking. Compliance with these expectations is a fundamental prerequisite to doing business with ATI. |
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20 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Our Board and its Role |
OUR BOARD AND ITS ROLE
Our Board Leadership Structure
Our Board has the flexibility to determine whether it is in the best interests of ATI and its stockholders to separate or combine the roles of Board Chair and Chief Executive Officer at any given time. In making that determination, the Board assesses whether the roles should be separated or combined based on its evaluation of the existing composition of the Board and the circumstances at the time.
Mr. Wetherbee was appointed President and Chief Executive Officer in August 2018 and assumed the role of Board Chair, President and Chief Executive Officer in May 2021. Ms. Fields, who has been President and Chief Operating Officer since June 2023 and who joined the Board in February 2024, will become ATI’s next President and Chief Executive Officer on July 1, 2024.
The upcoming separation of our Chair and CEO roles is best for ATI and our stockholders
The Board considered the roles and responsibilities of the Board Chair and Chief Executive Officer roles in connection with the Company’s planned CEO transition and determined that the Company and its stockholders would be best served by separation of the two roles at this time. The Board believes that separating the roles of Board Chair and CEO will help optimize Ms. Fields’s ability to focus her attention and efforts exclusively on management matters and the ongoing development and execution of the Company’s strategy during this time of leadership transition. Further, the Board believes that the continued service of Mr. Wetherbee, as Executive Chairman, and Mr. Harvey, in his ongoing role as Lead Independent Director, will ensure a smooth transition. As Executive Chairman, Mr. Wetherbee continues to effectively bridge communication between the Board and our management.
Our Board’s ability to maintain appropriate independent oversight of our business strategies and activities is enhanced by ATI’s existing strong governance structures and policies, such as:
| ◆ | | establishing a Lead Independent Director; |
| ◆ | | appointing only independent directors to the standing committees of the Board; and |
| ◆ | | regularly scheduling executive sessions of the independent directors. |
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| | OUR LEAD INDEPENDENT DIRECTOR | | | | | | |
| | First elected to the Board in 2007, J. Brett Harvey serves as our Lead Independent Director. The Lead Independent Director is the principal liaison between the independent directors and the Board Chair on Board-wide issues. Role and Responsibilities: | | |
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| | ◆ Preside, in the absence of the Chair, at Board meetings, including executive sessions of the independent directors; ◆ Call meetings of the independent directors as appropriate; ◆ Facilitate communication among independent directors between meetings, when appropriate; ◆ Advise the Chair regarding schedules, agendas and the quantity, quality and timeliness of information for the Board; | | ◆ Serve as a contact for stockholders wishing to communicate with the Board other than through the Chair, when appropriate; ◆ Communicate with other external constituencies, as needed; ◆ Advise and consult with the Chair on corporate governance matters; and Board performance and generally serve as a resource for, and counsel to, the Chair. | | |
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Our Corporate Governance Our Board and its Role | | ATI 2024 Proxy Statement | | | | 21 |
Independent Committees
Our Board has four standing committees, its: Audit and Risk Committee; Nominating and Governance Committee; Compensation and Leadership Development Committee; and Technology Committee. Each Committee is composed entirely of independent directors, and each has a written charter that describes its responsibilities. For more information, see “The Role of Our Board” and “Board Committees” below.
The Role of Our Board
Our Board is elected by our stockholders to safeguard their interests through oversight of management and the good faith exercise of its members’ business judgment. At the same time, our Board recognizes that the long-term interests of ATI are advanced by recognition of the concerns of other constituencies, including employees, customers, suppliers and the communities in which ATI operates. Accordingly, while not involved in our day-to-day operations, our Board actively oversees matters of key importance to the overall conduct of our business, including among other matters, our financial performance and expectations, development and implementation of our strategic plans, capital structure and allocation, matters impacting our corporate governance and culture, and the identification and mitigation of known and emergent enterprise risks and opportunities, including those pertaining to environmental, workforce and community safety and sustainability.
Key Oversight Responsibilities of the Board:
| | | | | | | | |
Strategy ◆ The Board oversees and lends perspective to management’s development and execution of near, medium and longer-term strategy ◆ Strategic considerations are an integral part of every Board meeting and foundational to deliberations and decision-making processes of our Board and its committees | | | | Leadership ◆ The Board oversees succession planning and talent development for senior executive positions ◆ The Board’s Compensation and Leadership Development Committee has primary responsibility for overseeing succession planning for the CEO position | | | | Risk ◆ The Board oversees risk management ◆ Each of the Board’s standing committees, which regularly meet and report to the full Board, play key roles, as defined in their respective charters, in the Board’s exercise of its oversight function |
Strategy Oversight
Our directors oversee and, leveraging their broad array of backgrounds, experience and expertise, lend perspective and insight to, management’s development and execution of near, medium and longer-term strategy.
Leadership Development and Succession Oversight
With the support of the Compensation and Leadership Development Committee and its independent compensation consultants, our Board actively monitors our comprehensive senior leadership development and succession plans with a view to ensuring the team’s ongoing performance, resilience and diversity of background, skills and experience. Leadership development, engagement, retention and succession matters are regularly addressed during Board meetings throughout each year and during the Board’s annual strategy meeting. Additionally, the Board conducts an in-depth review of senior management development and succession plans at least annually.
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22 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Our Board and its Role |
Risk Oversight
Understanding the risks and opportunities facing the Company is fundamental to the Board’s ability to effectively exercise its oversight function and promote stakeholder interests. We view the consideration of enterprise risk — the specific financial, operational, business and strategic risks that the Company faces — as integral to our decision-making processes at both the Board and management level. We consistently seek to identify potential risks and to balance risk mitigation with a level of risk tolerance that enables us to pursue opportunities to grow stockholder value as they arise.
This approach is intended to foster open dialogue and to assist our Board in understanding critical risks to our business and strategy, appropriately allocating oversight responsibility among its standing committees and evaluating the operation of the Company’s risk management processes.
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Our Corporate Governance Our Board and its Role | | ATI 2024 Proxy Statement | | | | 23 |
Cybersecurity Risk Management and Oversight
Our Board is actively engaged in the oversight of our digital technology risk management and cybersecurity programs. As part of its regular oversight, the Audit and Risk Committee assists the Board in overseeing ATI’s digital technology and cybersecurity risks. Our Chief Digital and Information Officer leads development and execution of our digital technology strategy, as well as our efforts to address and mitigate digital technology risks. Our Chief Information Security Officer oversees our cybersecurity program. The Audit and Risk Committee receives quarterly reports from our Chief Digital and Information Officer and our Chief Information Security Officer on ATI’s cybersecurity risk profile, enterprise cybersecurity program, and other digital technology risks. For additional information, see page 16 of ATI’s 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.
Our digital technology risk and cybersecurity programs focus on key areas, including:
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| Governance | | Senior management ensures that policies are well embedded in the business and all procedures and guidelines align to the broader business strategy. Policies are reviewed and updated regularly. New policies are developed and launched as appropriate to address new and emerging risks. Third-party subject matter experts are leveraged across several areas to ensure we maintain an approach that aligns with leading industry recommendations. The Company’s Chief Digital and Information Officer reports to the Board and/or its Committees at least quarterly. |
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| Security Awareness / Training | | All employees are required to certify that they understand and adhere to our ATI Corporate Guidelines for Business Conduct and Ethics, which emphasizes employee responsibility for information security and protecting against unauthorized use of ATI digital systems and equipment. We provide annual cybersecurity training for all employees, as well as role-specific information security training. Security awareness communications are distributed regularly to address new and emerging risks and other topics of immediate concern. We sponsor a “Cyber Security Month” in October each year and conduct regular phishing exercises. |
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| Technical Safeguards | | We deploy measures to protect our operational technology environments, on-premises and cloud computing environments, network perimeter, and internal digital technology platforms. Protection measures include: ◆ internal and external firewalls; ◆ network intrusion detection; ◆ penetration testing; ◆ vulnerability assessments; ◆ threat intelligence; and ◆ anti-malware and access controls. |
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| Incident Response Plans | | We maintain and update incident response plans that address the life cycle of a cyber incident and routinely evaluate the effectiveness of such plans. Incident response plans focus on: ◆ technical issues, including detection, response and recovery; ◆ incident reporting and escalation; ◆ external communication and legal compliance; and ◆ breach simulations and penetration testing through internal and external exercises. |
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| Insurance | | We maintain a cybersecurity risk policy to protect our company against computer-related incidents and losses. |
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24 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Our Board and its Role |
Corporate Responsibility Risk Oversight
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| Climate Change/Environmental Sustainability | | The Audit and Risk Committee is broadly responsible for assisting the Board in overseeing risks associated with climate change and other environmental compliance and sustainability matters. The Committee regularly discusses with management the Company’s significant risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management guidelines and policies. The Technology Committee is responsible for assessing the technical capabilities of the Company in all phases of its activities and the risks and opportunities these capabilities present in relation to corporate strategies and plans. It is charged with assisting the Board in identifying and analyzing significant emerging scientific, technological, and product or process-related innovations and current or emerging industry or geopolitical developments regarding the same, that could disrupt or present opportunities to ATI’s overall business strategy. From an ESG perspective, it is expected that the Technology Committee’s work will enhance that of the Audit and Risk Committee in overseeing the impact of, and the Company’s response to, the many challenges and opportunities presented by climate change. |
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Inclusion & Diversity/
Social Responsibility | | The Compensation and Leadership Development Committee assists the Board in its oversight responsibility concerning executive compensation and management organization matters generally. It monitors and encourages the development of intellectual capital and oversees the Company’s human capital management policies and procedures, including its workforce and professional development and diversity and inclusion initiatives, the impact to the Company of current or anticipated political, legislative or regulatory trends or developments regarding human capital management, including diversity and inclusion in the workplace, and management’s efforts to mitigate any resulting risks to the Company and its culture. |
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| Governance | | The Nominating and Governance Committee assists the Board in overseeing our corporate governance practices and profile, including as appropriate, the legal standards, prevailing recommended practices, investor views and potential benefits and risks associated with or impacting our governance practices and profile. It leads the Board’s director succession planning and recruitment efforts and makes recommendations to the Board concerning its committee structure, the membership of committees of the Board and the chairpersons of the respective committees. This includes regularcommittee member qualification, appropriate delegations of authority to its various committees, and exercise of its oversight function for corporate responsibility matters through the operation of its committees. |
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Our Corporate Governance Our Board and its Role | | ATI 2024 Proxy Statement | | | | 25 |
Board Committees
The Board has four standing committees, its: Audit and Risk Committee; Nominating and Governance Committee; Compensation and Leadership Development Committee; and Technology Committee. Each standing committee of the Board is composed entirely of independent directors.
Each committee has a written charter that describes its responsibilities. Each of the Audit and Risk Committee, the Nominating and Governance Committee and the Compensation and Leadership Development Committee has the authority to independently engage outside legal, accounting or other advisors or consultants. In addition, each committee annually conducts a review and evaluation of its performance and reviews and reassesses its charter. In 2023, our Compensation and Leadership Development Committee (formerly termed the “Personnel and Compensation Committee”) updated its name to more accurately and fully reflect the breadth and nature of its responsibilities for succession planning, leadership development and related risk oversight.
The table below provides information about the Board committee memberships that our independent directors currently hold. The table also shows the number of meetings held by each Board committee in 2023.
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Director(1) | | Audit and Risk | | Nominating and Governance | | Compensation
and Leadership
Development | | Technology |
|
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| L. M. Ball | | CHAIR | | | | ∎ | | ∎ |
|
| | | | |
| H. J. Carlisle | | ∎ | | | | | | ∎ |
|
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| C. Corvi | | | | ∎ | | CHAIR | | ∎ |
|
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| J. C. Diggs | | ∎ | | CHAIR(2) | | | | |
|
| | | | |
| J. B. Harvey | | | | ∎ | | ∎ | | |
|
| | | | |
| D. P. Hess | | | | ∎ | | ∎ | | CHAIR |
|
| | | | |
| M. Kah | | ∎ | | | | | | ∎ |
|
|
| | | | |
| D. J. Morehouse | | ∎ | | | | | | ∎ |
|
| | | | |
| R. Sharma | | ∎ | | | | | | ∎ |
| |
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| Number of Meetings held in 2023 | | 7 | | 4 | | 5 | | 4 |
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| (1) | Mr. Wetherbee and Ms. Fields are not members of any of the Board’s standing committees. However, either may attend each Committee meeting, except to the extent that a Committee requests to meet without them. |
| (2) | Following the anticipated retirement of Mr. Diggs at the conclusion of the 2024 Annual meeting, Mr. Harvey will Chair the Nominating and Governance Committee. |
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26 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Our Board and its Role |
Audit and Risk Committee
| | | | |
Number of 2023 Meetings: 7 | | | | |
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Chair: Leroy M. Ball, Jr. Members: Herbert J. Carlisle James C. Diggs Marianne Kah David J. Morehouse Ruby Sharma Mr.Ball and Ms. Sharma each meet the SEC criteria for an “audit committee financial expert” and related NYSE requirements for accounting or related financial management expertise. | | Role and Primary Responsibilities: Assists the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications, independence and performance of the Company’s independent auditors, and the performance of the Company’s internal audit function, as well as the Company’s major financial policies and actions, including with regard to: ◆ Retention, compensation, evaluation and oversight of ATI’s independent auditors, including: – pre-approval of engagement fees and all audit and non-audit services to be performed by the independent auditors; – review and approval of the annual audit plan; – oversight of auditor independence and internal quality and control procedures; and – periodic review of the experience and qualifications of the independent auditors’ lead partner and evaluation of compliance with applicable partner rotation requirements; ◆ Oversight of the Company’s internal audit function, including staffing levels and the annual internal audit plan; ◆ The Company’s quarterly and annual financial statements and earnings releases and related SEC reports, including: – critical accounting policies and practices, new accounting pronouncements and related disclosures; – significant financial reporting issues and judgments and the treatment of complex or unusual transactions; – significant internal control matters, including recommendations as to the adequacy of the Company’s system of internal controls; and – critical audit matters and related disclosures; ◆ The Company’s various compliance programs; ◆ Generally, the identification, evaluation and mitigation, as appropriate, of significant risks to the Company and its business, operations and results, including without limitation risks associated with climate change and other environmental compliance and sustainability matters and cybersecurity risk; ◆ The review and approval of any related party transaction; and ◆ The Company’s debt and equity structure, dividends, authorized capital stock, and credit agreements. Both the independent auditors and the internal auditors have full access to the Committee and meet on a routine basis without management being present. Additionally, the Audit and Risk Committee serves as named fiduciary of certain employee training.benefit plans maintained by the Company. |
Nominating and Governance Committee
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Number of 2023 Meetings: 4 | | | | |
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Chair: James C. Diggs Members: Carolyn Corvi J. Brett Harvey David P. Hess Following the anticipated retirement of Mr. Diggs at the conclusion of the 2024 Annual Meeting, Mr. Harvey will Chair this Committee. | | Role and Primary Responsibilities: Assists the Board in its oversight of the Company’s corporate governance matters, including through recommendations regarding: ◆ The annual evaluation of the Board and its committees; ◆ The Board’s director succession planning and recruitment efforts; ◆ The Board’s committee structure, including the membership of committees of the Board and the chairpersons of the respective committees, committee member qualification, and appropriate delegations of authority to its various committees; ◆ Oversight of ESG matters through the operation of its committees; ◆ Director nominees to the Board, including evaluation of new candidates and current directors who are being considered for re-election; and ◆ The Company’s director compensation program. |
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Our Corporate Governance Our Board and its Role | | ATI 2024 Proxy Statement | | | | 27 |
Compensation and Leadership Development Committee
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Number of 2023 Meetings: 5 | | | | |
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Chair: Carolyn Corvi Members: Leroy M. Ball, Jr. J. Brett Harvey David P. Hess Each member of the Compensation and Leadership Development Committee is a “non- employee director” of the Company as defined under Rule 16b-3 of the Securities Exchange Act of 1934. | | Role and Primary Responsibilities: Assists the Board in its oversight of the Company’s executive compensation programs, including through recommendations regarding: ◆ CEO and other executive officer compensation, based on reviews, with outside compensation consultants and other advisors, of best practices, policies and practices at peer companies and other information and recommendations; ◆ Goals and objectives for CEO and other executive officer compensation, the CEO’s performance in light of those goals and objectives, and the CEO’s compensation level based on this evaluation; ◆ Non-CEO executive officer compensation; ◆ Incentive compensation plans and equity-based plans that require Board approval and administration of those plans; ◆ The development of the Company’s human capital and culture, including as they relate to succession planning and professional development, progress implementing diversity goals and initiatives, retention and recruitment of key talent, cultivation of workplace respect and culture, prevention of workplace violence and encouragement of employee engagement and wellness; and ◆ Current or anticipated political, legislative or regulatory trends or developments regarding human capital management, their impact on the Company’s labor and employment policies and practices, and management’s efforts to mitigate any resulting risks to the Company. The Compensation and Leadership Development Committee has the sole authority to retain, approve fees and other terms for, and terminate any compensation consultant used to assist the Committee in the evaluation of CEO or other executive compensation. The Committee also may obtain advice and assistance from internal or external legal, accounting or other advisors. ◆ The Committee has retained an independent compensation consultant, Meridian Compensation Partners, LLC. ◆ The Committee also utilizes external legal advisors and assesses the independence of its advisors. In 2023, our Compensation and Leadership Development Committee (formerly termed the “Personnel and Compensation Committee”) updated its name to more accurately and fully reflect the breadth and nature of its responsibilities for succession planning, leadership development and related risk oversight. Please see the “Executive Compensation — Compensation Discussion and Analysis” section of this Proxy Statement for more discussion about the Committee’s role in executive officer compensation. |
Technology Committee
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Number of 2022 Meetings: 4 | | | | |
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Chair: David J. Hess Members: Leroy M. Ball, Jr. Herbert J. Carlisle Carolyn Corvi Marianne Kah David J. Morehouse Ruby Sharma | | Role and Primary Responsibilities: Assists the Board in its oversight of changing technologies and the manner in which they may affect ATI, its technical capabilities and competitive position: ◆ Considers the impact of technologies on the well-being of the Company; ◆ Assesses ATI’s technical capabilities in relation to corporate strategies and plans; and ◆ Makes recommendations to the Board concerning priorities, asset deployment, and other matters relating to the Company’s technical activities, including the Company’s response to the challenges and opportunities presented by climate change. |
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28 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Our Board and its Role |
Board Self-Assessment
Annually, our Lead Independent Director facilitates the Board’s own self-assessment process, the results of which help to inform Board-level discussions regarding Board and Committee composition, Board succession planning and potential director candidates, corporate governance practices and other matters.
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Our Corporate Governance Corporate Responsibility | | ATI 2024 Proxy Statement | | | | 29 |
OUR APPROACH TO CORPORATE RESPONSIBILITY
At ATI, we recognize that long-term excellence and profitability require that we operate in ways that promote environmental and social sustainability, supported by appropriate governance structures and enterprise risk oversight practices. At the center of our commitment to excellence are out core values, which drive how we succeed:
Aligned with these core values, we are committed to ensuring the quality, diversity and sustainability of our workforce, enhancing the communities we impact and protecting our people and our planet through our products and the way we operate.
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Under our short-term incentive program, the Personnel and Compensation Committee of our Board has expressly reserved the broad discretion to reduce or eliminate any annual cash incentive award that may otherwise be payable to one or more participants, including each NEO, if any facet of our financial or operational performance, especially in relation to the Committee’s expectations for workplace safety, the environmental impact of our business or other aspects of our annual performance with the potential to affect the sustainability of our business, is sub-standard in the view of the Committee. |
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30 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Corporate Responsibility |
ATI2018 Proxy Statement/17
All ATI operations are committed to:| ◆ | | Reducing their energy intensity through conservation efforts and energy efficiency; |
| ◆ | | Reducing greenhouse gas emissions through operational efforts, energy conservation and procurement strategies; |
| ◆ | | Reducing consumption of water withdrawal through conservation, reuse, and equipment modification; and |
| ◆ | | Increasing the amount of recycled materials used in our processes to eliminate waste in all phases of our manufacturing processes. Approximately 62% of the raw materials that ATI used in 2021 to manufacture specialty metals started from recycled materials. |
Solving the World’s Climate Challenges
ATI’s innovative and exacting products and processes are helping to solve the world’s climate challenges by supporting the transition to a lower-carbon economy. Customers rely on ATI for materials with enhanced corrosion and/or heat resistance, strength and other properties for a wide array of applications that promote greenhouse gas reduction and environmental sustainability, including alloys and components that:
Goals for Reducing Our Environmental Impact
We have established the following near- and longer-term goals related to reductions in energy intensity, GHG emissions and water intake, as well as targets for increases in our already extensive use of recycled materials.
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Our Corporate Governance Corporate Responsibility | | ATI 2024 Proxy Statement | | | | 31 |
Human Capital and Culture
We believe that our people and culture are competitive differentiators. We attract, develop and retain purpose and performance-driven leaders. Those leaders build teams with diverse, empowered and fulfilled employees who want to stay and grow with the Company.
Attract
| ◆ | | We believe in providing a welcoming, engaging and inclusive assessment and interviewing process that encourages people from all backgrounds to consider ATI. |
| ◆ | | We partner with top academic institutions that have programs relevant to our business, external professional organizations, trade schools and high schools to enhance and diversify our workforce and identify materials science, STEM and other relevant expertise. |
Develop
| ◆ | | Developing leaders and talent at all levels of the organization is critical to our long-term success. We have early career, technical, leadership and management development programs as well as broad learning opportunities for our employees to support career growth. |
| ◆ | | Our programmatic Talent Development Journeys offer learning and leadership development opportunities throughout the organization and provide a consistent and comprehensive onboarding experience. |
Engage
| ◆ | | Senior Leader Communication. We continuously strive to cultivate and support a highly engaged and productive workforce. We actively seek opportunities with our employees for listening and communication by our CEO and other senior executive leaders. |
| ◆ | | Employee Engagement. Annually, we conduct a confidential company-wide engagement survey that offers our employees the ability to provide feedback and identify opportunities for improvement, supporting employee engagement and our overall human capital strategy. |
Retain
| ◆ | | Performance Management. We maintain an annual performance management process across the organization. Together with their supervisors, employees identify goals and provide self-assessments as to performance against those goals, contribution beyond established goals, and behavior in accordance with our organizational values. The results of each annual assessment inform short-term incentive compensation and are reviewed with employees in one-on-one sessions with their managers. |
| ◆ | | Succession Planning. We maintain a formal succession planning process that works in connection with our performance management for systematic career development and succession planning at both the individual employee and enterprise levels. We believe that the robust and systematic nature of these programs is critical to optimizing our talent management and ensuring sustainably high-quality leadership of our business over the long term. |
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32 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Corporate Responsibility |
Creating a Culture of Diversity and Inclusion
At ATI, our long tradition of innovation and operational excellence demands the contributions of leaders and team members with a wide array of characteristics, backgrounds, experiences, knowledge and skills. One of the principal aspirations of our comprehensive human capital strategy is the cultivation of a workforce that is diverse in every sense and a climate of inclusion that promotes employee development, advancement and well-being. Simply put, for our business to continue thriving, we must attract, coach and retain the best.
To identify opportunities to improve our representation and enhance the inclusiveness of our workplace culture, we collect and regularly review with our senior leadership data relating to gender, ethnicity, age, military service and other attributes, some of which are illustrated below. We also use our annual Employee Engagement Survey to solicit employee perceptions of the diversity and inclusiveness of our company-wide culture. Quantitative analysis of our employee population, coupled with a more qualitative understanding of how we are perceived and of the particular challenges we may face as a manufacturing company in the specific regions in which we operate, helps to inform our policy decisions and initiatives related to workforce inclusion and diversity.
Our Workforce
Our Vision
Our diverse perspectives allow us to be bold and innovative, driving a culture of Teamwork, Respect, Integrity, Safety and Sustainability. We are One ATI, Proven to Perform.
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Our Corporate Governance Corporate Responsibility | | ATI 2024 Proxy Statement | | | | 33 |
Our Strategy
Our inclusion and diversity strategy builds on a vision of Team of All and Inclusion of All, with initiatives in five focus areas.
| ◆ | | Talent Acquisition. We have an enterprise-wide goal for 80% of all job candidate slates to include a minimum of 30% diverse candidates. Senior management monitors progress toward this goal. |
| ◆ | | Branding and Communication. To attract and retain diverse talent, we showcase our culture, values and commitment to inclusion and diversity. Our #ProvenPerformers brand campaign focuses on storytelling by a highly diverse array of employees, tying innovative solutions and technologies back to our talent and their work at ATI. |
| ◆ | | Business and Employee Engagement. ERGs foster professional development, social connectivity, and community involvement, and celebrate diversity throughout our company. Currently we have two ERGs, the AWN (ATI Women’s Network), with five chapters and enterprise business executive sponsorship and our employee-led IDEA (Inclusion, Diversity, Equity and Accessibility) Council, Employees are offered the opportunity to join Employee Resource Groups (“ERGs”) and we provide guidance on ERGs through our ERG Toolkits. |
| ◆ | | Employee and Community Development. Our ERGs sponsor diversity events and development over the course of each year, focusing on community involvement. |
| ◆ | | Strategic Partnerships. We are involved with a range of external professional associations, including the Society of Women Engineers, Society of Hispanic Engineers, National Society of Black Engineers, Society of Asian Scientists and Engineers, the National Association of Black Accountants and the Association of Latino Professions in Accounting and Finance. We also partner with top academic institutions for their quality of programs and commitment to creating a diverse student population and future workforce. |
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34 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Corporate Responsibility |
Corporate Responsibility Reporting
ATI published its most recent ESG Report in April 2023, addressing our environmental sustainability, social responsibility and corporate governance efforts during 2022 consistent with the Sustainability Accounting Standards Board (“SASB”) framework. The report provides an overview of environmental, workforce health and safety and community sustainability efforts and achievements across our business. We also report on specific environmental sustainability goals that ATI will pursue through 2030. We intend to publish our report and update our stakeholders on our progress toward these goals annually. We anticipate publishing an updated “Corporate Responsibility” Report addressing these matters in April, prior to our 2024 Annual Meeting.
Additionally, we report on the impact of climate change on our business, consistent with the Taskforce on Climate-related Financial Disclosures (“TCFD”) framework. Our most recent Reports are available at ATImaterials.com/aboutati/Pages/safety-sustainability.aspx. Highlights include:
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Our Corporate Governance Corporate Responsibility | | ATI 2024 Proxy Statement | | | | 35 |
INVESTOR OUTREACH AND STOCKHOLDER ENGAGEMENT
We value the input we receive from our stockholders. As part of our investor relations program, we engage in a structured communication program with certain investors, actively engaging with them throughout the year. We solicit their feedback on a variety of relevant matters, which may include corporate governance topics, our executive compensation program and sustainability initiatives, among other matters. Our goal is to be responsive to our stockholders and to ensure that we understand and address their concerns and observations.
Stockholder Engagement Cycle
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| | INVESTOR OUTREACH—CREATING A COLLABORATIVE DIALOGUE | | | | | | |
| | | OUR CORPORATE GOVERNANCE | CORPORATE GOVERNANCE GUIDELINESThroughout the year, management conducts regular meetings and discussions with investors.
Additionally, each Fall, we offer our largest stockholders a more structured opportunity for one-on-one discussions with representatives of our management team. As a result, during the fourth quarter of 2023, we conducted outreach sessions with several of our largest investors, covering topics of discussion including, among others: | | |
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| | ◆ Key current corporate governance policies and practices; ◆ Our executive compensation programs and continued commitment to pay for performance; ◆ Continuing Board refreshment efforts and our Board’s focus on diversity of background, experience, skill and other characteristics; and | | ◆ Our climate change and other environmental sustainability goals and initiatives, including highlights of our 2022 ESG Report and most recent TCFD Report, both of which were published in April 2023, and our on-going re-evaluation of our GHG reduction targets. | | |
| | Our 2023 outreach dialogue generally solicited positive feedback from our investors, in particular with regard to recent responsive changes to our executive compensation programs and our plans to revise our carbon reduction targets. | | |
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36 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Governance Policies and Practices |
GOVERNANCE POLICIES AND PRACTICES
Corporate Governance Guidelines
ATI’s Board of Directors has adopted Corporate Governance Guidelines that are designed to assist the Board in the exercise of its duties and responsibilities to the Company. The Guidelines reflect the Board’s commitment to monitor the effectiveness of decision making at the Board and management levels, with a view to achieving ATI’s strategic objectives. The Guidelines are subject to modification by the Board at any time.
Board Independence
The Board does not consider Robert S. Wetherbee, Board Chair and Chief Executive Officer of ATI, or Kimberly A. Fields, President and Chief Operating Officer and CEO-Elect, to be independent. At its February 22, 2024 meeting, the Board determined that the remaining directors are independent in accordance with NYSE listing standards, our own Board independence standards and applicable SEC rules.
Director Attendance at Meetings
During 2023, the Board of Directors held five meetings, including a multi-day strategy meeting. In 2023, our current directors attended 92% of all Board meetings and meetings of Board committees of which they were members.
Our independent, non-management directors meet separately in regularly scheduled executive sessions without members of management, except to the extent that the non-management directors request the attendance of a member of management. Our Lead Independent Director presides over such meetings.
A Board meeting is typically scheduled in conjunction with our Annual Meeting of Stockholders, and it is expected that our directors will attend the Annual Meeting absent good reason. In 2023, all directors attended our Annual Meeting of Stockholders.
Corporate Guidelines for Business Conduct and Ethics
OurCorporate Guidelines for Business Conduct and Ethics(our (our “Code of Ethics”) apply to all directors, officers and employees, including our principal executive officer, our principal financial officer and our controller and principal accounting officer.officer and controller. We require all directors, officers and employees to adhere to our Code of Ethics in addressing legal and ethical issues encountered in their work.
Our Code of Ethics requires that our directors, officers and employees avoid conflicts of interest, comply with applicable laws, conduct business in an honest and ethical manner, and otherwise act with integrity and honesty in all of their actions by or on behalf of the Company. It includes a financial code of ethics specifically for our Chief Executive Officer, our Chief Financial Officer, and all other financial officers and employees, which supplements the general principles in the Code of Ethics and is intended to promote honest and ethical conduct, full and accurate reporting, and compliance with laws, as well as other matters.
Only the Audit and Risk Committee of the Board can amend or grant waivers from the provisions of the Code of Ethics relating to the Company’s executive officers and directors, and any such amendments or waivers will be promptly posted on our website atwww.atimetals.comATImaterials.com. To date, no such amendments have been made or waivers granted.
Mandatory Employee Training
All employees are provided withannually receive a copy of the Code of Ethics. Each year, we require all officers and managers to certify as to their understanding of and compliance with the Code of Ethics. In addition, all directors, officers and other employees must annually complete an interactive online ethics course addressing the Code of Ethics. This course is part of ATI’s broader ethics and compliance program, which includes online ethics training that is administered by a third party. In 2017,2023, ATI’s online ethics courses addressed cybersecurity and defending against “phishing” attacks, the prevention of workplace violence, financial integrity and controls, careful communication practices, information security threat awareness, workplace respect, careful use of social media, protection of product quality and protection of confidential information.addressed:
| ◆ | | compliance with company policies; |
| ◆ | | respect in the workplace and harassment awareness; |
| ◆ | | creating a “speak up” culture: reporting ethical concerns and how ethics reports are investigated; and |
| ◆ | | creating and maintaining an inclusive work culture. |
We encourage employees to communicate concerns before they become problems. We believe that building and maintaining trust, respect and communication between employees and management and between fellow employees is critical to the overridingoverarching goal of efficiently producing high quality products, providing the maximum level of customer satisfaction, and ultimately fueling profitability and growth.
The ATI Ethics Helpline provides for confidential, secure, and anonymous reporting and is available 24 hours a day. Additionally, our Chief Compliance Officer and ethics officers at our operating companies also provide confidential resources for employees to surface their concerns without fear of reprisal.
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| | Corporate Responsibility and Sustainability
At ATI, we recognize the importance of being a good corporate citizen. We encourage integrity from the boardroom to the work floor, and continually review and refine our efforts to enrich our communities, improve employee health and safety, and lessen our environmental impact.Building the World’s Best Specialty Materials & Components CompanyTMrequires nothing less than the highest standards of ethical business conduct and corporate responsibility.
Inmid-2018, we anticipate publishing our first stand-alone Sustainability Report, which will be available on atimetals.com.
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| | OUR CORPORATE GOVERNANCE | INVESTOR OUTREACH AND STOCKHOLDER ENGAGEMENT
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Investor Outreach and Stockholder Engagement
We value the input we receive from our stockholders. As part of our investor relations program, we engage in a structured and regular communication program with certain investors, actively engaging with them throughout the year. We solicit their feedback on a variety of relevant matters, which may include corporate governance topics, our executive compensation program and sustainability initiatives, among other matters. Our goal is to be responsive to our stockholders and to ensure that we understand and address our stockholders’ concerns and observations. As a result of stockholder engagement, we have made significant changes to our corporate governance practices and executive compensation program in recent years.
Stockholder Engagement Cycle
Throughout the year, management conducts regular meetings and discussions with investors. During the third quarter of 2017, we offered 50 of our largest stockholders a more structured opportunity forone-on-one discussions with representatives of our management team. As a result of this effort, we conducted outreach sessions with four of our ten largest investors, among others, during which we highlighted key current corporate governance policies and practices, the ongoing success of our redesigned executive compensation programs (as illustrated by the 96% favorable “say on pay” vote we achieved in 2017) and our upcoming stand-alone Sustainability Report, the first of which we anticipate publishing inmid-2018, among other matters.
Our 2017 outreach dialogue generally solicited very positive feedback from our investors, in particular with regard to the best practices reflected in our executive compensation programs.
ATI2018 Proxy Statement/19
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| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
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Board Information
Board Independence
The Board does not consider Richard J. Harshman, Chairman, President and Chief Executive Officer of ATI, to be independent. The Board, at its February 20, 2018 meeting, determined that the remaining ten current directors are independent in accordance with the New York Stock Exchange (NYSE) listing standards, our own Board Independence Standards and the rules of the Securities and Exchange Commission (“SEC”).
In determining that these directors have no relationships with ATI other than as directors and stockholders of the Company, the Board examined certain business affiliations of Mr. Rohr.
James E. Rohr currently serves on the board of directors of General Electric Company (“General Electric”). During 2017, the Company supplied General Electric with nickel-based superalloys and jet engine disc-quality mill products under an ongoing commercial relationship between the Company and General Electric. The amounts paid to the Company by General Electric in 2017 represent ade minimis portion of the revenues of General Electric, and the compensation received by Mr. Rohr from General Electric for his service as a director is not affected by the ongoing commercial relationship between the Company and General Electric. The Board has determined that the transactions between the Company and General Electric:
are commercial transactions carried out at arm’s length in the ordinary course of business;
are not material to General Electric or Mr. Rohr;
do not and would not potentially influence Mr. Rohr’s objectivity as a member of the Company’s Board in a manner that would have a meaningful impact on his ability
| to satisfy requisite fiduciary standards on behalf of the Company and its stockholders; and |
do not preclude a determination that the relationship of Mr. Rohr with General Electric as a member of its board of directors is immaterial.
The Board determined that Mr. Rohr is an independent director under the existing guidelines of the NYSE and the Company’s categorical Board independence standards. Mr. Rohr will not stand for re-election to the General Electric board in April 2018.
Board Leadership Structure
Our Board has the flexibility to determine whether it is in the best interests of ATI and its stockholders to separate or combine the roles of Chairman and Chief Executive Officer at any given time. Whenever a Chairman and/or Chief Executive Officer is appointed, or at such other times as it deems appropriate, the Board assesses whether the roles should be separated or combined based upon its evaluation of, among other things, the existing composition of the Board and the circumstances at the time. The Board has considered the roles and responsibilities of the Chairman and the Chief Executive Officer, and, while it retains the discretion to separate the roles in the future as it deems appropriate and acknowledges that there is no single best organizational model that is most effective in all circumstances, the Board currently believes that the Company and its stockholders are best served by having Mr. Harshman serve concurrently as Chairman and Chief Executive Officer.
Why a combined Chairman/CEO leadership structure is best for ATI and our stockholders
Our Board believes that Mr. Harshman’s service in both capacities promotes unified leadership and direction for the Company and allows for a single, clear focus on the efficient implementation of ATI’s strategies to maximize stockholder value over the long-term. In addition, the Board believes that Mr. Harshman, serving in both capacities, has been an effective bridge between the Board and ATI’s management.
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| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
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Lead Independent Director
Diane Creel serves as our Lead Independent Director. The Lead Independent Director is the principal liaison between the independent directorsOur Corporate Governance Governance Policies and the Chairman on Board-wide issues.
Responsibilities:
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| | • Authority to preside, in the absence of the Chairman, at meetings of the Board, including executive sessions of the independent directors;
• Ability to call meetings of the independent directors when necessary and appropriate;
• Communication with, and appropriately facilitating communication among, independent directors between meetings, when appropriate;
• Advising the Chairman regarding schedules, agendas and the quantity, quality and timeliness of information for Board and Committee meetings;
| | • Serving as a contact for stockholders wishing to communicate with the Board other than through the Chairman, when appropriate, and communicating with other external constituencies, as needed; and
• Advising and consulting with the Chairman on matters related to corporate governance and Board performance and generally serving as a resource for, and counsel to, the Chairman.
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The Board believes that this leadership structure is appropriate for ATI and in the best interests of our stockholders at this time. Through governance features such as the establishment of a Lead Independent Director position, the appointment of only independent directors to the standing committees of the Board, and regular use of executive sessions of the independent directors, the Board is able to maintain appropriate independent oversight of our business strategies and activities.
These governance features have been effective in promoting a full and free discussion and analysis at the Board level of issues important to the Company. At the same time, the Board is able to take advantage of the blend of leadership, experience and extensive knowledge of ATI, our industry and the markets in which we compete that Mr. Harshman brings to the combined roles of Chairman and Chief Executive Officer.
ATI2018 Proxy Statement/21
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| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
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Board And Committee Membership—Director Attendance At Meetings
During 2017, the Board of Directors held 14 meetings, including amulti-day strategy meeting. In 2017, directors attended 89% of all Board meetings and meetings of Board committees of which they were members.
The independent,non-management directors meet separately in regularly scheduled executive sessions without members of management (except to the extent that thenon-management directors request the attendance of a member of management). The Lead Independent Director presides over meetings of the independent directors.
A Board meeting is typically scheduled in conjunction with our Annual Meeting of Stockholders, and it is expected that our directors will attend absent good reason. In 2017, all directors attended our Annual Meeting of Stockholders.
The table below provides information with respect to current Board committee memberships our independent directors. The table also sets forth the number of meetings held by each Board committee in 2017.
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Director(1) | | Audit | | Finance | | Nominating and Governance | | Personnel and Compensation | | Technology |
H. J. Carlisle | | ∎ | | | | | | | | ∎ |
C. Corvi | | | | ∎ | | | | ∎ | | ∎ |
D. C. Creel(2) | | | | | | Chair | | ∎ | | |
J. C. Diggs | | ∎ | | Chair | | ∎ | | | | |
J. B. Harvey | | | | | | ∎ | | ∎ | | |
B. S. Jeremiah | | | | ∎ | | | | | | ∎ |
D. J. Morehouse | | ∎ | | | | | | | | ∎ |
J. R. Pipski | | Chair | | ∎ | | | | | | |
J. E. Rohr | | | | | | | | Chair | | |
J. D. Turner | | | | ∎ | | ∎ | | | | Chair |
Number of Meetings held in 2017 | | 13 | | 7 | | 5 | | 5 | | 3 |
(1) | As Chairman, Mr. Harshman may attend each Committee meeting, except to the extent that a Committee requests to meet without Mr. Harshman present. General Carlisle was appointed to our Board in February 2018 and therefore did not attend any meetings of the Board during 2017. |
(2) | Ms. Creel serves as Lead Independent Director and presides over meetings of the independent directors, and may attend meetings of Committees of which she is not a member. |
Board Committees
The Board has five standing committees: Audit Committee, Finance Committee, Nominating and Governance Committee, Personnel and Compensation Committee, and Technology Committee. All of the standing committees of the Board are comprised entirely of independent directors.
Each committee has a written charter that describes its responsibilities. Each of the Audit Committee, the Nominating and Governance Committee and the Personnel and Compensation Committee has the authority, as it deems appropriate, to independently engage outside legal, accounting or other advisors or consultants. In addition, each committee annually conducts a review and evaluation of its performance and reviews and reassesses its charter.
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| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
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| | Board Committee | | Role and Primary Responsibilities | | |
| | Audit Committee
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| | Chair:
John R. Pipski
Financial Expert*
Members:
Herbert J. Carlisle
James C. Diggs
David J. Morehouse
* Mr. Pipski qualifies an “audit committee financial expert” under applicable SEC criteria and meets the NYSE standard of having accounting or related financial management expertise.Practices
| | Assists the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent auditors, and the performance of the Company’s internal audit function and independent auditors.
• Has authority and responsibility for the appointment, retention, compensation and oversight of ATI’s independent auditors, includingpre-approval of all audit and non- audit services to be performed by the independent auditors. Both the independent auditors and the internal auditors have full access to the Committee and meet on a routine basis without management being present.
• Responsible for review of the Company’s major financial risk exposures and mitigating actions and for reviewing, approving and ratifying any related party transaction.
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| | Finance Committee
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| | Chair:
James C. Diggs
Members:
Carolyn Corvi
Barbara S. Jeremiah
John R. Pipski
John D. Turner
| | Primarily responsible for making recommendations and providing guidance to the Board regarding major financial policies and actions of the Company.
• Reviews and evaluates the Company’s debt and equity structure, dividends, authorized capital stock, and credit agreements.
• Serves as named fiduciary of the employee benefit plans maintained by the Company, which includes (i) appointment, evaluation, and removal of employee benefit plan trustees and investment managers, (ii) establishment of funding methods and policies, (iii) review of funded status and investment policies and practices, and (iv) appointment of plan administrators.
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| | Nominating and Governance Committee
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| | Chair:
Diane C. Creel
Members:
James C. Diggs
J. Brett Harvey
John D. Turner
| | Responsible for overseeing corporate governance matters. This includes,
• Overseeing the annual evaluation of the Board and its committees.
• Recommending to the Board individuals to be nominated as directors, including evaluation of new candidates and of current directors who are being considered forre-election.
• Making recommendations to the Board concerning committee membership and Board composition.
• Administering ATI’s director compensation program.
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| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
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| | Board Committee | | Role and Primary Responsibilities | | |
| | Personnel and Compensation Committee
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| | Chair:
James E. Rohr
Members:
Carolyn Corvi
Diane C. Creel
J. Brett Harvey
Each member of the Personnel and Compensation Committee is a“non-employee director” of the Company as defined under Rule16b-3 of the Securities Exchange Act of 1934.
| | Primarily responsible for establishing and annually reassessing the Company’s executive compensation program and executive compensation philosophy.
• Reviews, with outside compensation and other advisors, the compensation policies and practices at peer companies.
• Oversees CEO and other executive officer compensation.
• Reviews and approves corporate goals and objectives relevant to CEO and other executive officer compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation level (either as a Committee or together with the other independent directors) based on this evaluation.
• Reviews and approvesnon-CEO executive officer compensation and makes recommendations to the Board regarding incentive compensation plans and equity-based plans that require Board approval.
• Reviews and approves recommendations from management within plan parameters regarding the compensation of other executives. The Committee may not delegate any authority under those plans for matters affecting the compensation and benefits of the Company’s executive officers.
• Administers ATI’s incentive compensation plans.
• Monitors and encourages the development of intellectual capital.
• Reviews management succession planning and makes recommendations to the Board concerning executive management organization matters generally.
The Personnel and Compensation Committee has the sole authority to retain, approve fees and other terms for, and terminate any compensation consultant used to assist the committee in the evaluation of CEO or other executive compensation. The Committee also may obtain advice and assistance from internal or external legal, accounting or other advisors.
• The Committee has retained an independent compensation consultant, Meridian Compensation Partners, LLC.
• The Committee also utilizes external legal advisors and assesses the independence of its advisors.
Please see the “Executive Compensation — Compensation Discussion and Analysis”section of this Proxy Statement for more discussion about the Committee’s role inexecutive officer compensation.
| | |
| | | | | | |
24\ATI2018 Proxy Statement
| | | | |
| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
| | |
| | | | | | | | |
| | Board Committee
| | Role and Primary Responsibilities
| | | | |
| | Technology Committee
| | | | |
| | | | | |
| | Chair:
John D. Turner
Members:
Herbert J. Carlisle
Carolyn Corvi
Barbara S. Jeremiah
David J. Morehouse
| | Primarily responsible for reviewing changing technologies and evaluating how they affect ATI and its technical capabilities and competitive position.
• Considers the impact of technologies on the well-being of the Company.
• Assesses ATI’s technical capabilities in relation to corporate strategies and plans.
• Makes recommendations to the Board concerning priorities, asset deployment, and other matters relating to the Company’s technical activities.
| | |
| | | | | | | | |
Board Self-Assessment
Annually, our Lead Independent Director facilitates the Board’s own self-assessment process, the results of which help to inform Board-level discussions regarding Board and Committee composition, Board succession planning and potential Director candidates, corporate governance practices and other matters.
ATI2018 Proxy Statement/25
| | | | |
| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
| | |
Our Board’s Role in Risk Oversight
The Board, as a whole, actively oversees the risk management of the Company. Enterprise risks—the specific financial, operational, business and strategic risks that the Company faces, whether internal or external—are identified and prioritized by the Board and management together, and then each specific risk is assigned to the full Board or a Board committee for oversight.
Board/Committee Primary Areas of Risk Oversight
| | | | | | |
| | Full Board
Strategic and business risks, such as those relating to our products, markets, and capital investments, are monitored by the entire Board.
| | |
| | • Strategic, financial, operational and execution risk associated with the annual and long-term business plans, including capital investments, asset allocation, acquisitions or divestitures, workplaces safety, regulatory compliance and environmental sustainability.
| | • External risks associated with cybersecurity and other major safety and security matters, supply chain, and trade policy and global markets.
• Risks associated with leadership development and Board and key executive succession.
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Audit
Committee
| | | | | | | | Finance
Committee
| | | | | | | | Nominating
and Governance
| | | | | | | | Personnel and
Compensation
| | | | | | | | Technology Committee
| | |
| | Oversees management of risks relating to financial accounting and compliance matters, including risks associated with:
• accounting, financial reporting, tax compliance, disclosure controls and internal control over financial reporting
• legal matters that may have a material impact on the Company’s financial statements and/ or involve governmental investigation or allegations of fraud or breach of fiduciary duty
• the ethics compliance program.
| | | | | | | | Oversees management of market and operational risks that could have a financial impact, such as risks associated with:
• capital structure, liquidity and financial markets
• raw material availability and hedging
• currency and interest rate exposures
• pension plan management (including investment performance, asset allocation, funded status and liability management strategies)
• insurance strategies.
| | | | | | | | Committee
Manages risks relating to corporate governance issues, including periodic evaluation as to whether identified risks are assigned to the appropriate Board committee (or to the Board) for oversight, as well as risks associated with:
• Board independence, effectiveness and organization
• investor relations matters and stockholder activism
• director compensation and director succession planning.
| | | | | | | | Committee
Oversees management of risks relating to personnel and compensation issues, such as risks associated with:
• the Company’s executive compensation plans and practices
• employee relations, benefit plans, management development and training
• key executive succession.
| | | | | | | | Oversees management of risks relating to changing technologies and their impact on ATI’s technical capabilities and competitive position, including risks associated with:
• process, technology, and product development
• adequacy of the Company’s existing technical capabilities
• changes in competition and other technology- related changes and disruption.
| | |
Management regularly reports to the Board or the relevant Committee on actions that the Company is taking to manage these risks. The Board and management periodically review, evaluate and assess the risks relevant to the Company.
26\ATI2018 Proxy Statement
| | | | |
| | OUR CORPORATE GOVERNANCE | BOARD INFORMATION
| | |
| | | | |
| | PROCESS FOR COMMUNICATING WITH DIRECTORS
| | |
| | We maintain a process for stockholders and interested parties to communicate with the Board, the Lead Independent Director, or any individual director. ATI stockholders or interested parties who want to communicate with the Board, the Lead Independent Director, or any individual director can write to:
Lead Independent Director
c/o Corporate Secretary
Allegheny Technologies Incorporated
1000 Six PPG Place
Pittsburgh, PA 15222-5479
or call1-877-787-9761 (toll free).
Your letter or message should indicate whether you are an ATI stockholder.
Depending on the subject matter, the Lead Independent Director and/or the Corporate Secretary will:
• forward the communication to the director or directors to whom it is addressed;
• attempt to handle the inquiry directly when, for example, it is a request for information about the Company or it is a stock-related matter; or
• not forward the communication if it is primarily commercial in nature or it relates to an improper or irrelevant topic.
At each Board meeting, the Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors on request.
| |
Director Compensation
Board of Directors’ Role and Compensation
Non-employee directors receive compensation for their service that is designed to fairly compensate them for their Board responsibilities and align their interests with our stockholders. The Nominating and Governance Committee periodically reviews and evaluates ournon-employee director compensation program to ensure that it is competitive with ATI’s industry peers and best practices and serves the purposes of attracting and retaining high quality directors. The Nominating and Governance Committee uses an independent consultant, Meridian Compensation Partners LLC, which is the same consultant retained by the Personnel and Compensation Committee, to provide market and comparison data and information on current developments and practices in director compensation. ATI’snon-employee director compensation program is competitive and market-based.
Director Stock Ownership Guidelines
The Board encourages directors to obtain a meaningful stock ownership interest in ATI. Under the stock ownership guidelines applicable to allnon-employee directors, eachnon-employee director is expected to own at least 10,000 shares of ATI Common Stock within five years of his or her initial election to the Board. Furthermore, directors are required to retainone-third of any awarded stock until compliance with the guidelines is achieved. Beginning in 2018, our Directors may opt to receive all or a portion of their cash retainer in shares of ATI stock.
Each of the directors was in compliance with the guidelines as of December 31, 2017 or is reasonably proceeding with compliance as of the applicable five-year anniversary of his or her initial election to the Board.
ATI2018 Proxy Statement/27
| | | | |
| | OUR CORPORATE GOVERNANCE | DIRECTOR COMPENSATION
| | |
Elements of Director Compensation
| | |
Pay Component | | 2017 Compensation |
Annual Retainer
| | $225,000
– $125,000 Cash
– $100,000 Restricted Stock Value
|
Lead Director Annual Retainer
| | $30,000 |
Committee Chair Retainers
| | Audit and Personnel and Compensation Committees$15,0001
Finance, Nominating and Governance and Technology Committees$10,000
|
Board service travel expenses are also paid by the Company37
|
1 | Effective beginning in 2018, the Audit Committee Chair Retainer increased to $20,000 |
In 2004, the Board froze and discontinued the Company’s Fee Continuation Plan forNon-Employee Directors. Under the frozen plan, an amount equal to the annual retainer fee in effect for 2004 (which was $28,000) will be paid annually to each member of the Board as of December 31, 2004, following the termination of his or her service as a Board member. In each case, the fee will be paid for each year of the director’s credited service as a director (as defined in the Plan) up to a maximum of ten years.
2017Non-Employee Director Compensation
| | | | | | | | | | | | |
Name(1) | | Fees Earned
Or Paid
In Cash
($)(2) | | | Stock
Awards
($)(3) | | | Total
($) | |
C. Corvi | | | 125,000 | | | | 99,607 | | | | 224,607 | |
D. C. Creel | | | 165,000 | | | | 99,607 | | | | 264,607 | |
J. C. Diggs | | | 135,000 | | | | 99,607 | | | | 234,607 | |
J. B. Harvey | | | 125,000 | | | | 99,607 | | | | 224,607 | |
B. S. Jeremiah | | | 125,000 | | | | 99,607 | | | | 224,607 | |
D. J. Morehouse | | | 125,000 | | | | 99,607 | | | | 224,607 | |
J. R. Pipski | | | 140,000 | | | | 99,607 | | | | 239,607 | |
J. E. Rohr | | | 140,000 | | | | 99,607 | | | | 239,607 | |
J. D. Turner | | | 135,000 | | | | 99,607 | | | | 234,607 | |
Non-employee directors are not granted option awards ornon-equity incentive plan compensation awards, and do not have company pensions ornon-qualified deferred compensation earnings.
(1) | Richard J. Harshman, Chairman, President and Chief Executive Officer, does not receive any compensation for his service on the Board. General Carlisle was appointed to our Board in February 2018 and, therefore, did not receive any director fees during 2017. |
(2) | This column reflects annual retainer fees, including committee chair and Lead Independent Director fees, as well as Board and committee meeting fees paid to the directors. During 2017, all such fees were paid in cash; however, beginning for 2018, ournon-employee directors may elect to receive all or a specified portion of such fees in restricted shares of our common stock. |
(3) | This column reflects the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of the restricted stock awards granted to directors under the Company’sNon-Employee Director Restricted Stock Program. Shares vest on the third anniversary of the date of grant, or earlier upon retirement, death or change of control, and expense is recognized over the vesting period. The fair value of nonvested stock awards is measured based on the average of the high and low trading prices for a share of the Company’s stock price on the date of grant, adjusted fornon-participating dividends, as applicable, based on the current divident rate. |
28\ATI2018 Proxy Statement
| | | | |
| | OUR CORPORATE GOVERNANCE | RELATED PARTIES AND STOCK OWNERSHIP MATTERS
| | |
Related Party Transactions
The Board has adopted a written Statement of Policy with respect to Related Party Transactions. The Policy applies to transactions or arrangements between ATI and a related person (namely directors, executive officers, and their immediate family members, and 5% stockholders) with a direct or indirect material interest in the transaction, including transactions requiring disclosure under Item 404(a) of RegulationS-K.
Under the Policy, no related party transaction may occur unless it is approved or ratified by the Audit Committee or approved by the disinterested members of the Board. The Audit and Risk Committee is primarily responsible for approving and ratifying related party transactions, and in doing so, will consider all matters it deems appropriate, including the dollar value of the proposed transaction, the relative benefits to be obtained and obligations to be incurred by the Company, and whether the terms of the transaction are comparable to those available to third parties.
Compensation Committee Interlocks and Insider Participation
No member of the PersonnelCompensation and CompensationLeadership Development Committee is an officer or employee of the Company. No member of the Committee has a current or prior relationship, and none of our executive officers have a relationship, to any other company that is required to be described under the SEC rules relating to disclosure of executive compensation.
| | | | | | |
| | | | | | |
38 | | | | ATI 2024 Proxy Statement | | Our Corporate Governance Director Compensation |
Process For Communicating With Directors
We maintain a process for stockholders and interested parties to communicate with the Board, the Chair or Lead Independent Director, or any individual director.
ATI stockholders or interested parties who want to communicate with the Board, the Board Chair or Lead Independent Director, or any individual director can write to:
| | |
 | | Board Chair/Lead Director c/o Corporate Secretary ATI Inc. 116 15th Street Pittsburgh, PA 15222 |
Your letter or message should indicate whether you are an ATI stockholder.
Depending on the subject matter, the Board Chair or Lead Independent Director and/or Corporate Secretary will:
| ◆ | | forward the communication to the director or directors to whom it is addressed; |
| ◆ | | attempt to handle the inquiry directly when, for example, it is a request for information about the Company or it is a stock-related matter; or |
| ◆ | | not forward the communication if it is primarily commercial in nature or it relates to an improper or irrelevant topic. |
At each Board meeting, the Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors on request.
DIRECTOR COMPENSATION
Non-employee directors receive compensation for their service that is designed to fairly compensate them for their Board responsibilities and align their interests with our stockholders. The Nominating and Governance Committee periodically reviews and evaluates our non-employee director compensation program to ensure that it is competitive with ATI’s industry peers and best practices and serves the purposes of attracting and retaining high quality directors. The Nominating and Governance Committee uses an independent consultant, Meridian Compensation Partners LLC, which is the same consultant retained by the Compensation and Leadership Development Committee, to provide market and comparison data and information on current developments and practices in director compensation. ATI’s non-employee director compensation program is competitive and market-based.
Elements of Director Compensation
| | |
| Pay Component | | 2023 Compensation |
| |
| Annual Retainer | | $240,000 – $125,000 Cash – $115,000 Restricted Stock Value |
| |
Lead Independent Director Retainer | | $40,000 |
| |
Committee Chair Retainers | | Audit and Risk Committee $25,000 Compensation and Leadership Development Committee $20,000 Nominating and Governance and Technology Committees $15,000 |
|
Board service travel expenses are also paid by the Company |
In 2004, the Board froze and discontinued the Company’s Fee Continuation Plan for Non-Employee Directors. The frozen plan provides that an amount equal to the annual retainer fee in effect for 2004 (which was $28,000) will be paid annually to each member of the Board as of December 31, 2004, following the termination of his or her service as a Board member. In each case, the fee is paid for each year of the director’s credited service as a director (as defined in the Plan) up to a maximum of ten years. While certain of our former directors currently receive benefits under this plan, of our currently sitting directors, only Mr. Diggs will be entitled to any such benefits upon retirement.
Director Stock Ownership Information
Section 16(a) Beneficial Ownership Reporting ComplianceGuidelines
The rulesBoard encourages directors to obtain a meaningful stock ownership interest in ATI. Under the stock ownership guidelines applicable to all non-employee directors, each non-employee director is expected to own, within five years of his or her initial election to the Board, ATI Common Stock having an aggregate value at least equal to four times the amount of the SEC require the Companyannual cash retainer that we pay to disclose late filingsour directors. Furthermore, directors are required to retain one-third of reports ofany awarded stock ownership (and changes in stock ownership) by its directors and executive officers and by persons who beneficially own more than ten percent of a registered class of the Company’s equity securities. Based upon a review of filingsuntil compliance with the SEC and written representations, the Company believes that,guidelines is achieved. Our directors may opt to receive all or a portion of their cash retainer in 2017, all such persons complied with the reporting requirementsshares of Section 16(a) of the Securities Exchange Act of 1934 on a timely basis.ATI stock.
ATI2018 Proxy Statement/29
| | | | | | |
| | | | | | |
Our Corporate Governance Director Compensation | |
ATI 2024 Proxy Statement | | | | STOCK OWNERSHIP INFORMATION | STOCK OWNERSHIP OF FIVE PERCENT OWNERS39
|
Each of our directors complied with the guidelines as of December 31, 2023 or is reasonably proceeding with compliance as of the applicable five-year anniversary of his or her initial election to the Board.
2023 Non-Employee Director Compensation
| | | | | | | | | | | | | | | | |
| Name(1) | | Fees Earned Or
Paid In Cash
($)(2) | | | Stock
Awards
($)(3) | | | All Other Compensation | | | Total
($) | |
| | | | |
| L. M. Ball | | | 150,000 | | | | 114,979 | | | | – | | | | 264,979 | |
| | | | |
| H. J. Carlisle | | | 125,000 | | | | 114,979 | | | | – | | | | 239,979 | |
| | | | |
| C. Corvi | | | 145,000 | | | | 114,979 | | | | – | | | | 259,979 | |
| | | | |
| J. C. Diggs | | | 140,000 | | | | 114,979 | | | | – | | | | 254,979 | |
| | | | |
| J. B. Harvey | | | 0 | | | | 279,968 | | | | – | | | | 279,968 | |
| | | | |
| D. P. Hess | | | 140,000 | | | | 114,979 | | | | – | | | | 254,979 | |
| | | | |
| M. Kah | | | 125,000 | | | | 114,979 | | | | – | | | | 239,979 | |
| | | | |
| D. J. Morehouse | | | 125,000 | | | | 114,979 | | | | – | | | | 239,979 | |
| | | | |
| R. Sharma | | | 104,167 | | | | 95,822 | | | | – | | | | 199,989 | |
Non-employee directors are not granted option awards or non-equity incentive plan compensation awards, and do not have company pensions or non-qualified deferred compensation earnings.
| (1) | Robert S. Wetherbee, Board Chair and Chief Executive Officer, and Kimberly A. Fields, President and Chief Operating Officer and CEO-Elect, do not receive any compensation for their service on the Board. Ruby Sharma joined our Board in March 2023 and, therefore, received pro-rated director compensation for 2023. |
| (2) | This column reflects annual retainer fees, including committee Chair fees. During 2023, our non-employee directors had the option to receive all or a specified portion of their annual retainer fees in restricted shares of our common stock. Mr. Harvey elected to receive ATI stock in lieu of the portion of his 2023 director compensation that would otherwise have been paid in cash. |
| (3) | This column reflects the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of the restricted stock awards granted to directors under the Company’s Non-Employee Director Restricted Stock Program. Shares granted in 2023 vest on the first anniversary of the date of grant, or earlier upon retirement, death or change of control, and expense is recognized over the vesting period. The fair value of nonvested stock awards is measured based on the average of the high and low trading prices for a share of the Company’s stock price on the date of grant. |
| | | | | | |
| | | | | | |
40 | | | | ATI 2024 Proxy Statement | | Stock Ownership Information |
Stock Ownership
Information
Five Percent Owners of Common StockFIVE PERCENT OWNERS OF COMMON STOCK
The entities listed in the following table are beneficial owners of five percent or more of ATI Common Stock as of December 31, 2017,2023, based on information filed with the SEC. In general, “beneficial ownership” includes those shares a person has the power to vote or transfer currently, and shares such person has the right to acquire within 60 days.
| | | | | | | | |
Name and Address of Beneficial Owner | | Amount and Nature of
Beneficial Ownership | | | Percentage
Of Class(1) | |
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
| | | 13,383,464 | (2) | | | 10.65% | |
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
| | | 10,902,267 | (3) | | | 8.68% | |
Iridian Asset Management
276 Post Road West
Westport, CT 06880
| | | 10,880,411 | (4) | | | 8.66% | |
Frontier Capital Management
99 Summer Street
Boston, MA 02110
| | | 7,848,107 | (5) | | | 6.25% | |
| | | | | | | | |
| Name and Address of Beneficial Owner | | Amount and Nature of
Beneficial Ownership | | | Percentage
Of Class(1) | |
| | |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | 20,232,255 | (2) | | | 16.3% | |
| | |
Capital International Investors 333 South Hope Street Los Angeles, CA 90071 | | | 16,528,642 | (3) | | | 13.3% | |
| | |
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | | | 14,200,240 | (4) | | | 11.4% | |
| | |
State Street Corp. State Street Financial Center, One Lincoln Street Boston, MA 02111 | | | 6,744,006 | (5) | | | 5.4% | |
| (1) | Percentages are based on shares of Company Common Stock outstanding as of March 12, 2018,18, 2024, as of which date there were 125,609,242124,439,826 shares of Company Common Stock outstanding. |
| (2) | Based on a Schedule 13G/A filing under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), made on February 8, 2018January 22, 2024 by BlackRock, Inc., reporting sole voting power with respect 13,091,220to 20,031,892 shares and sole dispositive power with respect to 13,383,46420,232,255 shares at December 31, 2017.2023. |
| (3) | Based on a Schedule 13G filing under the Exchange Act, made on February 9, 2024, by Capital International Investors, a division of Capital Research and Management Company, reporting sole voting power with respect to 16,214,864 shares, and sole dispositive power with respect to 16,528,642 shares at December 31, 2023. |
| (4) | Based on a Schedule 13G/A filing under the Exchange Act, made on February 12, 201813, 2024, by The Vanguard Group, reporting sole voting power with respect to 137,239 shares, shared voting power with respect to 13,400237,994 shares, sole dispositive power with respect to 1,760,92813,842,366 shares, and shared dispositive power with respect to 141,339357,874 shares at December 31, 2017.2023. |
(4)(5) | Based on a Schedule 13G/A filing under the Exchange Act, made on February 6, 2018January 25, 2024 by Iridian Asset Management LLC, David L. Cohen and Harold J. Levy,State Street Corp., reporting shared voting power with respect to 6,327,591 shares and shared dispositive power with respect to 10,880,4116,744,006 shares at December 31, 2017.2023. |
| (5) | | | | | |
| | | Based on a Schedule 13G filing under the Exchange Act, made on February 7, 2018 by Frontier Capital | | | |
Stock Ownership Information Stock Ownership of Directors, Board Nominees and Executive Management Co., LLC, reporting sole voting power with respect 4,200,280 shares, and sole dispositive power with respect to 7,848,107 shares at December 31, 2017. |
30\ATI2018 Proxy Statement
| | ATI 2024 Proxy Statement | | |
| | | STOCK OWNERSHIP INFORMATION | STOCK OWNERSHIP OF DIRECTORS, BOARD NOMINEES AND EXECUTIVE MANAGEMENT41
| | |
Stock Ownership of Directors, Board Nominees and Executive ManagementSTOCK OWNERSHIP OF DIRECTORS, BOARD NOMINEES AND EXECUTIVE MANAGEMENT
The following table shows the shares of Common Stock reported to ATI as beneficially owned as of March 12, 201818, 2024 by the nominees for director, the continuingother current directors, each officer named in the Summary Compensation Table, and for all directors, executive officers and other statutory insiders as a group. Unless indicated otherwise below, the information provided in the following table is based on the Company’s records, information filed with the SEC, and information furnished by the respective individuals and includes as “beneficially owned” those shares that each such person has the power to vote or transfer currently, or the right to acquire within 60 days following March 12, 2018.18, 2024.
For biographical information regarding the beneficial owners,please see information under “Item 1—Election of Directors” and “Members of ATI’s Executive Management” of this Proxy Statement. The business address for each beneficial owner is c/o Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222.ATI Inc., 2021 McKinney Avenue, Suite 1100, Dallas, 75201.
| | | | | | | | |
| Beneficial Owner | | Amount and Nature of Beneficial Ownership(1) | | | Percentage Of Class | |
Herbert J. Carlisle(2) | | | 0 | | | | * | |
Carolyn Corvi | | | 25,110 | | | | * | |
Diane C. Creel | | | 47,623 | | | | * | |
Patrick J. DeCourcy | | | 60,935 | | | | * | |
James C. Diggs | | | 36,463 | | | | * | |
Richard J. Harshman | | | 449,295 | | | | * | |
J. Brett Harvey | | | 36,925 | | | | * | |
Barbara S. Jeremiah | | | 37,806 | | | | * | |
Kevin B. Kramer | | | 52,273 | | | | * | |
David J. Morehouse | | | 15,794 | | | | * | |
John R. Pipski | | | 34,258 | | | | * | |
James E. Rohr | | | 65,324 | | | | * | |
John D. Sims | | | 121,061 | | | | * | |
John D. Turner | | | 43,360 | | | | * | |
Robert S. Wetherbee | | | 38,962 | | | | * | |
All directors, nominees, named executive officers and other statutory insiders as a group (18 persons) | | | 1,230,576 | | | | 1 | % |
| | | | | | | | |
| Beneficial Owner | | Amount and Nature of
Beneficial Ownership(1) | | | Percentage
Of Class | |
| | |
| Leroy M. Ball | | | 31,138 | | | | * | |
| | |
| Herbert J. Carlisle | | | 32,942 | | | | * | |
| | |
| Carolyn Corvi | | | 66,530 | | | | * | |
| | |
| Elliot S. Davis | | | 94,102 | | | | * | |
| | |
| James C. Diggs | | | 46,590 | | | | * | |
| | |
| Kimberly A. Fields | | | 147,441 | | | | * | |
| | |
| Timothy J. Harris | | | 76,810 | | | | * | |
| | |
| J. Brett Harvey | | | 89,937 | | | | * | |
| | |
| David P. Hess | | | 28,477 | | | | * | |
| | |
| Marianne Kah | | | 30,461 | | | | * | |
| | |
| David J. Morehouse | | | 62,258 | | | | * | |
| | |
| Donald P. Newman | | | 160,581 | | | | * | |
| | |
| Ruby Sharma | | | 2,671 | | | | * | |
| | |
| Robert S. Wetherbee | | | 432,773 | | | | * | |
| | |
| All directors, nominees, named executive officers and other statutory insiders as a group (17 persons) | | | 1,308,006 | | | | 1.05 | |
*Indicates beneficial ownership of less than one percent (1%) of the outstanding shares of Company Common Stock. As of March 18, 2024, there were 124,439,826 shares of Company Common Stock outstanding.
*(1) | Indicates beneficial ownership of less than one percent (1%) of the outstanding shares of Company Common Stock. As of March 12, 2018, there were 125,609,242 shares of Company Common Stock outstanding. |
(1) | The table includes aggregate restricted stock awards as follows: (a) 16,2843,205 shares for each of our directors, other thanMs. Corvi, Ms. Kah, and Messrs. Ball, Carlisle, Diggs, Hess and Morehouse; (b) 7,804 shares for Mr. Morehouse, who holds 15,794Harvey; (c) 2,671 shares of restricted stockfor Ms. Sharma; and General Carlisle, who joined our Board in February 2018 and does not hold any of our stock; (b) the following(d) 1,308,006 shares of restricted stock for each NEO: Mr. Harshman, 50,141; Mr. DeCourcy 14,735; Mr. Kramer 13,375; Mr. Sims, 16,306; Mr. Wetherbee,11,159; and (c) 274,719 shares of restricted stock held by all directors, nominees and officers as a group. The table includes shares jointly held jointly with the named individuals’ spouses. The table also includes 25,687 shares owned by Mr. Harshman’s spouse with respect to which Mr. Harshman disclaims beneficial ownership. The table does not include restricted stock units granted to our NEOs in 2016, 20172022, 2023 and 2018,2024, none of which vest within 60 days following March 12, 2018.18, 2024. |
| (2) | General Carlisle was appointed to our Board in February 2018.
ATI2018 Proxy Statement/31
| | | | |
| | | | | | |
42 | | | | MEMBERS OF ATI’S EXECUTIVE MANAGEMENT
ATI 2024 Proxy Statement | | ATI’s Executive Management |
Members of ATI’s Executive Management
The following listsAs of March 28, 2024, our executive officers as of March 12, 2018.include:
| | |
| Name | | Biographical information |
| |
NameRobert S. Wetherbee,64
Board Chair and
Chief Executive Officer
since May 2021 | | Biographical information
|
Richard J. Harshman, 61
Chairman,Mr. Wetherbee assumed his current role in June 2023, having served as Board Chair, President and Chief
Executive Officer sincefrom May 20112021 to June 2023 and as President and Chief Executive Officer from January 2019 until May 2021. Prior to that, he was Executive Vice President, ATI Flat Rolled Products, from January 2015 through December 2018, and was President, ATI Flat Rolled Products from April 2014 to January 2015. He also served as President of ATI’s tungsten materials business from 2010 until early 2013, following a 29-year career with Alcoa Inc. Effective July 1, 2024, Mr. Wetherbee will become ATI’s Executive Chairman. He currently serves on the Board of Commercial Metals Corporation. |
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Kimberly A. Fields,54 Director and CEO-Elect; President and
Chief Operating Officer since June 2023 | | Mr. HarshmanIn February 2024, our Board appointed Ms. Fields President and Chief Executive Officer, effective July 1, 2024. Ms. Fields was appointed to her current role as of June 2023, having served as Executive Vice President and Chief Operating Officer from 2010 until May 2011.January 2022 to June 2023, as Executive Vice President, AA&S and HPMC throughout 2021 and as Executive Vice President, Advanced Alloys & Solutions from April 2019 to December 2020. She joined ATI in April 2019 after serving as Group President at IDEX Corporation since 2015. Previously, Ms. Fields served as Executive Vice President for the integrated global steel producer EVRAZ, where she had full responsibility for all activities for the $2 billion North American Flat Products business. Prior to that, he served as Ms. Fields was General Manager of Industrials for GE Energy, with global responsibility for growing GE’s penetration in metals, petrochemicals and mining segments, after holding a series of leadership roles at Alcoa, Inc., The Boston Consulting Group and Owens Corning Fiberglass. She currently serves on the Board of Silgan Holdings, Inc.
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Donald P. Newman, 59 Executive Vice President, Finance and Chief Financial Officer from 2003since January 2022 | | Mr. Newman was appointed to 2010. Mr. Harshman joined the Company in 1978 and served in several financial management roles for the Company. |
Patrick J. DeCourcy, 56
his current role as of January 2022 after serving as Senior Vice President, Finance and Chief Financial Officer sincefrom January 2020 through December 2013 | | 2021. He joined ATI in January 2020, having served as Chief Financial Officer of Stelco Holdings, Inc. from August 2017 through December 2019. Previously, Mr. DeCourcyNewman was Chief Financial Officer of Headwaters Incorporated from December 2010 until it was acquired in May 2017. In previous roles, Mr. Newman served as Vice President – Controller and Interim Chief Financial Officer from July 2013 to December 2013. From 2011 to July 2013, he provided assistance to ATI executive management with business integrationat Boart Longyear Limited and strategic investments. He was Senior Director, Strategic Projectsas Chief Accounting Officer at ACI Worldwide, Inc., and Business Integration, from March 2012 to July 2013. From 2000 to April 2010, he served as Vice President, Finance and Administration of ATI Specialty Materials. held leadership roles for over 12 years at NRG Energy, Inc. |
| John D. Sims, 58
Executive Vice President, High
Performance Materials and
Components Segment since
August 2015
| Mr. Sims was Executive Vice President, High Performance Components Group from September 2013 to August 2015, and President, ATI Forged Products from September 2013 to April 2014. Previously, he served as Executive Vice President, Primary Titanium Operations, and Engineered Alloys and Products beginning in February 2013. Prior to that, Mr. Sims served as Executive Vice President, Primary Metals and Exotic Alloys from May 2011 to February 2013 and President, ATI Specialty Alloys and Components from 2008 to February 2013. Previously, he was Group President, ATI Primary Metals and Exotic Alloys from February 2011 to May 2011.
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Robert S. Wetherbee, 58Tina K. Busch,51
Executive Vice President, Flat
Rolled Products since
January 2015
| | Mr. Wetherbee served as President, ATI Flat Rolled Products beginning in April 2014. Prior to that, Mr. Wetherbee was President and Chief Executive Officer of Minerals Technologies, Inc. from March 2013 until February 2014. He was President of ATI’s tungsten materials business from 2010 through 2012. Previously, Mr. Wetherbee was Vice President of Market Strategy of Alcoa Inc. from 2006 through 2009.
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Elliot S. Davis, 56
Senior Vice President, General
Counsel, Chief Compliance
Officer and Corporate Secretary
since May 2011
| | Mr. Davis was Vice President and General Counsel from 2010 to May 2011. Previously, he served as Assistant General Counsel from 2008, when he joined the Company, to 2010. Prior to that, Mr. Davis was a partner of the law firm K&L Gates LLP, where he practiced for nearly 20 years in its corporate, mergers and acquisitions and securities group.
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Kevin B. Kramer, 58
Senior Vice President, Chief Human Resources Officer Commercial and Marketing Officer
since February 2014 October 2022 | | Prior to joiningMs. Busch joined ATI in February 2014, Mr. Kramer was President—Stoneridge Wiring Division and Vice President of Stoneridge, Inc., from May 2012 through January 2014. Previously, Mr. Kramer worked for Alcoa, Inc. from 2004 until 2012, where he served as President—Growth Initiatives and President—Wheel and Transportation Products.
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Elizabeth C. Powers, 58
Senior Vice President, Chief Human Resources Officer since November 2014
| | Ms. Powers servedin October 2022 after serving as Vice President, Human Resources and& Communications at Honeywell International Inc., a leading software-industrial company, from July 2021 to October 2022, during which she functioned as Chief AdministrativeHuman Resources Officer for Dresser-Rand Group, Inc. from 2010 until 2012the Performance Materials and from 2005Technologies group. Prior to 2009. Shethat, Ms. Busch was named Vice President, Human Resources of Dresser-Rand Group in April 2004. From 2012 until shefor the Asia Pacific Region for Kimberly Clark Corporation, which manufactures and markets products made from natural and synthetic fibers (“Kimberly Clark”), from January 2019 to July 2021 and as Vice President and Global Diversity Officer for Kimberly Clark from 2016 to December 2018. She also held leadership roles at Kimberly Clark and Pitney Bowes.
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Vaishali S. Bhatia,41 Senior Vice President, General Counsel and Chief Compliance Officer since March 2024 | | Ms. Bhatia joined ATI in her current role in March 2024, after serving as Executive Vice President, General Counsel and Secretary of HF Sinclair Corporation (“HF Sinclair”), an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products, since March 2023. Previously, she served in a series of senior roles with HF Sinclair and its predecessor company, HollyFrontier, since 2011, including Senior Vice President, General Counsel and Secretary from November 2014,2019 to March 2023, Acting General Counsel and Secretary from August 2019 to November 2019 and Assistant General Counsel and Assistant Secretary from May 2017 to August 2019. Prior to joining HF Sinclair, Ms. Powers worked in academia. In 2009 and 2010, Ms. Powers worked in the public policy andnon-profit sectors.Bhatia was an associate at Jones Day. |
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Karl D. Schwartz, 54Timothy J. Harris,49
Senior Vice President, ControllerChief Digital and Information Officer since May 2019 | | Mr. Harris joined ATI as Senior Vice President, Chief AccountingDigital and Information Officer in May 2019 after serving as Chief Information Officer at Andeavor from November 2016 to April 2019. Prior to that, he held a series of senior positions at Mylan N.V., including most recently Chief Technology Officer and head of Global Technology Services from June 2013 to March 2016. Before joining Mylan, Mr. Harris held several global technology roles for Aviva PLC, following over ten years in leadership positions at Rockwell Collins. |
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Jimmy Williams,64 Senior Vice President, Chief Technology Officer since November 2022 | | Mr. Williams joined ATI as Senior Vice President and Chief Technology Officer in November 2022 after serving as executive director and distinguished service professor of Carnegie Mellon University’s interdisciplinary Engineering and Technology Innovation Management program. Previously, he was Senior Vice President of global engineering of Pall Corporation, and Senior Director of research and development at Alcoa. Prior to that, he had a 20-year career at Boeing, where he held research and development and program management positions, earning Boeing’s 2021 Black Engineer of the Year award. |
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January 2016
Item 2: Advisory Vote to Approve Compensation of the Company’s Named Executive Officers | | Mr. Schwartz served as Controller and Chief Accounting Officer from May 2011 to January 2016, and Controller and Principal Accounting Officer from 2010 to May 2011. Prior to that, Mr. Schwartz was Assistant Controller beginning in 2002, when he joined the Company.
ATI 2024 Proxy Statement |
32\ATI2018 Proxy Statement
Item 2 –2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
EachPursuant to Section 14A of the Exchange Act, each year we ask our stockholders to approve the compensation of ATI’s named executive officers. This proposal, commonly known as a “Say On Pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.
While this vote is advisory, and not binding on our Company, it provides valuable information to our PersonnelCompensation and CompensationLeadership Development Committee regarding investor sentiment about our executive compensation philosophy, policies and practices. The Committee will consider the outcome of this vote when determining executive compensation for the remainder of 20182024 and in future years.
In 2017,USING EXECUTIVE COMPENSATION TO CREATE LONG-TERM STOCKHOLDER VALUE
The Committee continually reviews the compensation program for our NEOs to ensure that it achieves the desired goal of offering total compensation consisting of base salary that is competitive with an identified peer group of companies and incentive opportunities that are performance-oriented and linked to the interests of stockholders. When casting your Say On Pay proposal receivedvote, we urge you to read the support of 96% of the shares voted atCompensation Discussion and Analysis section to learn more about our Annual Meeting. We believe that ATI’s 2017 executive compensation is appropriately aligned with stockholder interests.
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| | Using Executive Compensation to Create Long-Term Stockholder Value
The Committee continually reviews the compensation program for our NEOs to ensure that it achieves the desired goal of offering total compensation consisting of base salary competitive with an identified peer group of companies and incentive opportunities that are performance-oriented and linked to the interests of stockholders.
When casting your Say on Pay vote, we urge you to consider:
Linking compensation to ATI performance | ◆ | | •Approximately 82%84% of our CEO’s 20172023 compensation opportunity was tied to performance and, therefore, “at risk.” Performance drives pay.
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| ◆ | | •Our short-term cash incentive and long-term equity incentive plans are based on the attainment of business plan performance metrics, such as operating profit, EBITDA, net income, free cash flow, return on capital, strategic goals, and relative total stockholder return relative to a peer group.return.
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| ◆ | | •Payments with regard to the Company performance-vested components of both our annual and long-term incentive programs are made only when at least threshold performance targets are achieved.
• As a consequence of the performance-driven design of our incentive compensation programs and the challenges that our business has faced in recent years, our NEOs have forfeited much of their recent target compensation, particularly awards under our long-term incentive programs, with resulting realized compensation significantly below target compensation.
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Aligning compensation to stockholder interests | ◆ | | •All of the long-term incentive compensation opportunities for our NEOs are equity-based.
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| ◆ | | •The business plan performance metrics that drive our performance-vested compensation programs are metrics that we believe correlate with the achievement of sustained profitable growth.growth in our business and reflect our commitment to growing shareholder value.
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| ◆ | | •Our stock ownership guidelines for senior executives denote ownership as a multiple of base salary, prescribing 6X ownership for our CEO, and 100%require 50% retention until ownership guidelines are met.
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OUR MOST RECENT SAY ON PAY RESULT AND STOCKHOLDER ENGAGEMENT ATI consistently demonstrates its firm commitment to pay for performance, and in recent years, our executive compensation programs generally have garnered strong shareholder support. In 2023, our Say On Pay proposal received the support of more than 99% of the shares voted at our Annual Meeting.
ATI2018 Proxy Statement/33
| | | | | | | ITEM 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
ATI 2024 Proxy Statement | | Item 2: Advisory Vote to Approve Compensation of the Company’s Named Executive Officers |
ADVISORY VOTE ON EXECUTIVE COMPENSATION Before voting, we encourage you to read the “Compensation Discussion and Analysis” section to learn more about our executive compensation program. We ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:Meeting : “RESOLVED, that the stockholders of Allegheny Technologies IncorporatedATI Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 20182024 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the Company’s Proxy Statement for the 20182024 Annual Meeting of Stockholders.” Based on the recommendation of our stockholders at our 2023 Annual Meeting of Stockholders, and the Board’s consideration of that recommendation, we have held an advisory vote to approve the compensation of the Company’s named executive officers annually.  
34\ATI2018 Proxy Statement
| | | | | | | | | | | | | | Compensation Discussion and Analysis | | ATI 2024 Proxy Statement | | | | 45 |
Executive Compensation Compensation Discussion and AnalysisCOMPENSATION DISCUSSION AND ANALYSIS
This section discusses material information relating to our executive compensation program and plans for the following executive officers of the Company:our Named Executive Officers, or “NEOs”: Richard J. HarshmanRobert S. Wetherbee
Chairman, PresidentBoard Chair and Chief Executive Officer
PatrickKimberly A. Fields
Director and CEO-Elect; President and Chief Operating Officer Donald P. Newman Executive Vice President, Finance and Chief Financial Officer Elliot S. Davis Senior Legal Advisor* Timothy J. DeCourcyHarris Senior Vice President Finance, and Chief FinancialDigital and Information Officer John D. Sims
Executive Vice President, High Performance Materials & Components Segment
Kevin B. Kramer
Senior Vice President, Chief Commercial and
Marketing Officer
Robert S. Wetherbee
Executive Vice President, ATI Flat Rolled Products Group
Messrs. Harshman, DeCourcy, Sims, Kramer and Wetherbee are collectively referred to as the “named executive officers,” or “NEOs”. Each of our NEOs iswas a member of our Executive Council which also includesthroughout 2023, with other key members of our senior management.
Table of Contents:* Mr. Davis, previously ATI’s Senior Vice President and Chief Legal and Compliance Officer, intends to retire on October 1, 2024.
ATI2018 Proxy Statement/35
| | | | | | | | | | | | | | 46 | | | | COMPENSATION DISCUSSION AND ANALYSIS |EXECUTIVE COMPENSATION SUMMARYATI 2024 Proxy Statement
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Executive Compensation Summary
Our 2017 Business Performance
2017 was a year of important milestones in our ongoing journey to deliver sustainable, profitable growth. We substantially completed our restructuring actions and executed on key strategic initiatives:
Continued to reposition ATI as a growth-oriented aerospace and defense company.
Achieved an 11% year-over-year increase in sales of products for commercial aerospace jet engines, including a 35% increase in product sales for next-generation engine applications.
Maintained a solid liquidity position and strengthened our balance sheet.
Extended the maturity of our $100 million term loan and duration of our $400 million revolving credit facility to 2022 at improved interest rates.
Improved the funded position of the ATI Pension Plan.
Ended the year with $142 million in cash on hand and $305 million of available borrowing capacity under our revolving credit facility.
De-levered our balance sheet and reduced near-term refinancing risk through the sale of 17 million additional shares of our common stock at $24.00 per share (before expenses) and subsequent redemption of all $350 million aggregate principle amount of our 9.375% Senior Notes due 2017.
Capital investments support our growth initiatives.
Completed our nickel-based powder alloy production expansion in North Carolina and announced plans to expand titanium powder production at the same site.
Completed a significant, multi-year period of capital expansion, while continuing to make the capital investments necessary to support our growth initiatives, including our nickel-based powder expansion and the ongoing construction of a third Precision-Rolled Strip manufacturing facility at our STAL joint venture in China.
2017 Year-End Performance Highlights
For a more detailed discussion of our business and analysis of our 2017 performance, read our 2017 Annual Report included with this Proxy Statement.
36\ATI2018 Proxy Statement
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION SUMMARYCompensation Discussion and Analysis 1. Our Compensation Framework and Philosophy
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| | | | 1. | | OUR COMPENSATION FRAMEWORK AND PHILOSOPHY |
Our Compensation Philosophy The Committee’s approach to compensation is to offer a base salary that is competitive with an identified benchmarking peer group of companies and incentive opportunities that are performance-oriented and linked to the interests of stockholders. The Committee has developed a balance of annual and long-term programs using diverse criteria to provide incentives while discouraging inappropriate risk taking. For the NEOs, the program consists of base salary, an annual performance-based cash incentive, longer-term performance-based equity compensation opportunities and a time-based equity component that is intended to support retention. The Committee views the executive compensation program as a management tool that, through a detailed and quantitative target-setting process, establishes challenging financial performance goals that encourage the management team to achieve or surpass ATI’s business objectives. The Committee has determined that the executive compensation program should: | ◆ | | pay competitively by setting overall target compensation, which is realized when performance targets are met, in line with target compensation at peer companies and other companies and industries with which ATI competes for executive talent; |
| ◆ | | retain executives who are essential to driving ATI’s strategies and future growth; |
| ◆ | | support ATI’s business strategy by tying performance goals to specific annual and longer-term strategic objectives; and |
| ◆ | | align with shareholder interests by putting substantial portions of compensation at risk throughperformance-oriented incentive pay opportunities. |
Competitive Compensation The Committee reviews, with outside compensation consultants and other advisors, the compensation policies and practices at peer companies that ATI competes with for talent, or that are in our industry and serving our end markets. We use this information to help establish base compensation levels throughout the management organization at the approximate median of these groups. The variable components of our incentive awards provide opportunities to earn additional amounts if performance goals are met or exceeded, but do not pay out if performance goals are not met. Attract and Retain Talent We designed our compensation program to attract and retain a deep pool of managerial talent, the members of which share ATI’s commitment to enhancing stockholder value in the short- and longer-terms. The Committee believes that the plans and performance goals included in our program will attract, challenge, and retain superior managers experienced in ATI’s businesses and direct their efforts toward achieving specific tasks that the Board and senior management determine to be necessary for profitable growth through business cycles. Support Achievement of Our Business Strategy The Company uses performance measurement periods of three or more years for all but our annual cash incentive plan in recognition of performance over a longer period of time and to mitigate compensation risk. In this way, our programs both reward actual performance and are effective in driving achievement of the Company’s underlying near and longer-term goals. Pay For Performancefor Performance: Linking Executive Compensation to the Interests of Stockholders Paying for performance is a key attribute of ATI’s compensation philosophy. For many years, a fundamental principle ofFundamentally, ATI’s executive compensation program has been to tielinks compensation to the achievement of specific, predetermined financial and performance goals that further ATI’s business strategies, reward actual performance and are effective in achieving the Company’s underlying compensation goals.strategies. As such, a significant portion of our NEOs’ compensation is subject to the achievement of rigorous performance goals and, therefore, is “at risk.” The Company uses three-yearCommittee implements its pay for performance measurement periods for all but our annualphilosophy by using performance metrics that are linked to the interests of stockholders, such as operating profit, EBITDA, net income/earnings, TSR, and/or strategic goals that are designed to help create stockholder value over the long-term. In 2023, performance goals focused on income, EBITDA, free cash incentive plan in recognition of performance over a longer period of timeflow, and to mitigate compensation risk.TSR.
| | | | | | | | | | | | | | | | Compensation Discussion and Analysis 1. Our Compensation Framework and Philosophy | | ATI 2024 Proxy Statement | | | | 47 |
We believe that our compensation program is transparent and easy to understand, performance-driven and appropriately aligned with stockholders’ interests. Our program: | | | | | | | | | | | We believe that our compensation program is transparent and easy to understand, performance-driven and appropriately aligned with stockholders’ interests. Our Program:
PLACES SIGNIFICANT EMPHASIS ON FINANCIAL RESULTS | | | | ALIGNS WITH OUR BUSINESS STRATEGIES AND PERFORMANCE | | | Places significant emphasis on financial results.
| •REFLECTS COMPETITIVE MARKET DATA AND PRACTICES
| ◆ Awards under our short-term cash incentive program to our CEO and Executive Council members are90% contingent on ATI’s financial performance. The Personnel and Compensation Committee has the authority to reduce or eliminate the remaining 10% of such awards (which are contingent on the achievement of individual strategic goals) in order to align as closely as possible with stockholder interests. •◆ For 2023, 70% of theeach NEO’s regular annual long-term incentive awards to our NEOs and other senior executives areaward is contingent on our performancetotal shareholder return over a multi-yearthree-year period and include a shareholder return component to take into account our performance relative to our peers.
| | | Aligns with our business strategies and performance.
| •◆ Our long-term incentive program incorporates3-year and 4-year equity performance-based incentives that are aligned with our business strategies.strategies and our ability to create shareholder value.
•◆ Equity awards granted to our CEO and Executive Council are heavily weighted 70% asin favor of performance stock units that vest based on our future achievement ofsuccess in achieving financial metrics reflecting our long-term strategiesresults and outlook.delivering relative total shareholder return.
| | | Reflects competitive market data.
| • As part of our 2016 redesign effort, we decreased long-term incentive opportunities for our CEO and Executive Council members, reflecting current market trends.
•◆ Compensation levels for our NEOs and other senior executives are reviewed annually in light of market benchmarking data.
•◆ Our long-term equity incentive plan adopted in 2017, provides for double-trigger change in control vesting across all awards.
•◆ We implementedmaintain robust stock ownership guidelines for executives, officers and other top leadership positions.
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2017 Pay For Performance: The compensation of our senior executives during 2017 under our redesigned program reflects our financial results.
Our executives received short term incentive payments under our annual incentive plan for 2017 that were at or near their respective target awards, reflecting key strategic and financial achievements during 2017, including significant improvements in our 2017 financial performance compared to 2016.
Our 2017 payment of near-target short term incentive awards follows short-term incentive payments in 2016 and 2015 that were either zero or significantly below target, reflecting the many challenges facing our business at that time.
Notably, as we have sought to transform our business, a substantial portion of the long-term incentive awards granted to our NEOs for the performance periods ended in 2015, 2016 and 2017 did not vest, because the applicable performance criteria were not satisfied.
As a consequence, our NEOs’ aggregate realized compensation in 2017 (and for each of the last several years) has been substantially lower than the target compensation established for each of them.
ATI2018 Proxy Statement/37
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION SUMMARY
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ATI Performance Impact on NEO Compensation
Each of our NEOs received cash incentives for 2017 under our short term incentive program, the 2017 Annual Performance Plan or “APP,” at near-target levels as reflected in the table below. For both 2015 and 2016, our Personnel and Compensation Committee determined that our CEO, Rich Harshman, should forego his earned annual cash award under our annual incentive programs due to overall Company financial performance. Moreover, Mr. Harshman did not receive a salary increase for 2017 or 2016, and all of our NEOs have forfeited a significant proportion of their respective target long-term incentive awards in recent years. See the discussion under the heading “Total Realized Compensation” on pages 8 and 55.
The LTSV portion of our long-term incentive program in effect for the 2015 – 2017 performance period was earned at a rate equal to 60% of the applicable target awards. Neither the TSR component of the 2015 awards under that program, nor the performance-vested portion of the PRSP awards for the 2015 – 2017 performance period resulted in any payout.
The following table shows the compensation paid to each NEO based on ATI’s 2017 performance.
| | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | 2017 Base Salary ($)(1) | | | 2017 APP ($)(2) | | | 2015-2017 PRSP ($)(3) | | | 2015-2017 TSRP($) | | | 2015-2017 LTSV ($)(4) | | Harshman | | | 1,060,000 | | | | 1,255,570 | | | | 0 | | | | 0 | | | | 524,772 | | DeCourcy | | | 480,000 | | | | 407,040 | | | | 0 | | | | 0 | | | | 237,638 | | Kramer | | | 446,346 | | | | 371,360 | | | | 0 | | | | 0 | | | | 210,417 | | Sims | | | 510,000 | | | | 414.120 | | | | 0 | | | | 0 | | | | 252,479 | | Wetherbee | | | 510,000 | | | | 412,488 | | | | 0 | | | | 0 | | | | 222,771 | |
(1) | Mr. Kramer’s base salary was $425,000 for approximately the first two months of 2017 and $450,000 for the balance of the year. |
(2) | Reflects awards ranging from 101% to 106% of target. |
(3) | Half of the performance/restricted stock award (including accumulated dividends), which was scheduled to vest based on ATI’s achievement of specific financial performance goals for the period from January 1, 2015 to December 31, 2017, was forfeited. The remaining half of the 2015 award will vest in February 2020, for NEO participants who remain employed by the Company on the vesting date. |
(4) | Reflects achievement at 60% of the target award. |
The following comparison of target compensation to realized compensation for our NEOs demonstrates our ongoing commitment to compensating our leadership based on the Company’s performance and placing a significant proportion of senior executive compensation “at risk”:
| | | | | | | | | Named Executive Officer | | 2017 Target | | | 2017 Realized | | Harshman | | $ | 5,989,000 | | | $ | 3,524,831 | | DeCourcy | | $ | 1,824,000 | | | $ | 1,340,605 | | Kramer | | $ | 1,710,000 | | | $ | 1,220,086 | | Sims | | $ | 1,930,000 | | | $ | 1,423,376 | | Wetherbee | | $ | 1,938,000 | | | $ | 1,371,768 | |
38\ATI2018 Proxy Statement
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION PHILOSOPHY
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Our Compensation Philosophy
Role of the PersonnelCompensation and CompensationLeadership Development Committee The Committee’s primary responsibility is to design compensation plans that drivesupport the Board’s and management’s long-term strategic vision for ATI and to ensure that those plans support ATI’s goal of creating stockholder value over the long-term. Over the last several years, the Committee has emphasized design clarity and transparency to better communicate with our stockholders and to ensure that our compensation programs are aligned with evolving best practices. In 2023, our Committee updated its name to more accurately and fully reflect the breadth and nature of its responsibilities, including for succession planning, leadership development and related compensation risk oversight. The Committee is composed of four independent,non-employee directors. The Committee has the sole responsibility to carry out ATI’s overarching policy of linking theits executive compensation program to the interests of its stockholders. The Committee is responsible for determining compensation for the NEOs and other members of the management Executive Council, which currently is comprised of seven members of senior management, including the CEO. The Committee also has the responsibility for oversight of the Company’s equity plans, variable compensation plans for management employees and supervising management’s implementation of those plans to ensure a continuing source of leadership and succession planning for ATI. In addition, the Committee reviews compliance with independence standards applicable to ATI’s compensation consultant. Role of Independent Compensation Consultants The Committee, under its charter, has the sole authority to retain and terminate any compensation consultant used in the evaluation of executive compensation and has the sole authority to approve the retention terms of the consultant, including fees. The compensation consultant retained by the Committee is responsible only to the Committee. The Committee reviews the consultant’s qualifications, of the consultant, including independence. The Committeere-evaluates the consultant’s independence on an ongoing basis. The Committee may, at any time, contact the consultant without interaction from management. For 2017,2023, the Committee retained Meridian Compensation Partners, LLC, a nationally recognized executive compensation consultant, for benchmarking compensation and program design and advice on a variety of compensation related matters.matters, including director compensation in cooperation with the Nominating and Governance Committee. Meridian, which the Committee determined is independent, provides no other services to ATI. Further, because Meridian is involved only in the business of executive compensation consulting, Meridian does not attempt to sell other services to the Company. Our Philosophy
The Committee’s approach to compensation is to offer a base salary that is competitive with an identified benchmarking peer group of companies and incentive opportunities that are performance-oriented and linked to the interests of stockholders. The Committee has developed a balance of annual and long-term programs using diverse criteria to discourage inappropriate risk taking. For the NEOs, the program consists of base salary, an annual performance-based cash incentive, and longer-term performance-based compensation opportunities.
The Committee views the executive compensation program as a management tool that, through a detailed and quantitative target-setting process establishes challenging financial performance goals that encourage the management team to achieve or surpass ATI’s business objectives.
| | | | | | | | | | | | | | 48 | | | | The Committee has determined that the executive compensation program should:ATI 2024 Proxy Statement
| | Compensation Discussion and Analysis 1. Our Compensation Framework and Philosophy | | | • pay competitively by setting overall target compensation, which is realized when performance targets are met, in line with target compensation at peer companies and other companies and industries with which ATI competes for executive talent;
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Executive Compensation Highlights • provide performance-oriented incentive pay opportunities that are linked to the interests of stockholders by (i) putting substantial portions of potential compensation at risk, (ii) supporting ATI’s business strategy by tying performance goals to specific Company annual and longer-term strategic objectives; and
| | | | | • retain executives that are essential to driving ATI’s strategies and future growth. WHAT WE DO:
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ATI2018 Proxy Statement/39
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| | COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION PHILOSOPHY
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Competitive Compensation
The Committee reviews, with outside compensation and other advisors, the compensation policies and practices at peer companies that ATI competes with for talent and skill sets in the Company’s multiple locations, or that are in our industry and serving our end markets. We use this information to help establish base compensation levels throughout the management organization at the approximate median of these groups. The incentive plans provide opportunities to earn additional amounts if performance goals are met or exceeded, but do not pay out if performance goals are not met.
Performance-Oriented and Linked to the Interests of Stockholders
The Committee believes that the more senior the manager, the larger the percentage of compensation that, over time, should be at risk. The goals and targets used across all management levels include both company-wide financial performance measures as well aspre-set goals within a particular participant’s area of responsibility. They are designed to encourage a team-oriented approach to achieving ATI profitability and strategic objectives and positioning the Company for the future challenges. The Committee scales compensation challenges and opportunities by level of responsibility and focuses performance on the measures that particular managers can most directly influence.
The Committee implements itspay-for-performance philosophy by using performance metrics that are linked to the interests of stockholders, such as operating profit, EBITDA, net income/earnings, total stockholder return, and/or strategic goals that are designed to help create stockholder value over the long-term. In 2017, performance goals focused on income, EBITDA, cash flow, and ROIC (return on invested capital). ATI’s business plans have focused on internal generation of the funds necessary for sustainable, profitable growth and both product and end market diversification.
Attract and Retain Talent
We designed our program to attract and retain a deep pool of managerial talent who share ATI’s commitment to enhancing stockholder value in the short- and longer-terms. The Committee believes that the plans and performance goals will attract, challenge, and retain superior managers experienced in ATI’s businesses and direct their efforts toward achieving specific tasks that the Board and senior management determine to be necessary for profitable growth through business cycles.
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| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION HIGHLIGHTS
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Executive Compensation Highlights
| | | | | | | | | | | | | | | What We Do:
| | | | | | | | | | | | | 
Performance drives pay. A significant portion of compensation opportunities for theour NEOs is variable, meaning it is tied to performance. Cash and equity incentive plans are based on the attainment of business plan performance metrics. Payments are made only when at least threshold performance targets are achieved. |
| | Balanced compensation program. The compensation program includes complementary but diverse performance goals, a balance of types of compensation, and caps on the amount of compensation that can be awarded. |
| | Compensation aligned with stockholder interests. Long-term incentive compensation opportunities for theour NEOs are equity-based and tied to business plan performance metrics.relative total shareholder return. |
| | Double trigger change in control. ATI’s current equity incentive plan approved by our stockholders in 2017, includes double trigger change in control provisions that apply to our recent equity awards.awards under the plan. |
| | |
| | | |
Our Personnel and Compensation & Leadership Development Committee works closely with an independent compensation consultant. |
| | Clawback policy.Clawback We maintain robust executive compensation recovery arrangements that require the return of compensation to the extent that information used to calculate the achievement of earnings or other performance measures is subsequently determined to be materially incorrect.under appropriate circumstances. These arrangements include, among others, our Executive Compensation Recovery Policy adopted in 2023, which complies with SEC and NYSE rules. |
| | Robust Stock Ownership Guidelinesstock ownership guidelines for Directorsdirectors and Executive Management.executive management. Our stock ownership guidelines for management include 6X base salary ownership for the CEO and require 100%50% retention until ownership guidelines are met. |
| | Limits on severance arrangements. In 2016, we adopted a policy that limits future severance Severance arrangements limited to 3X2.99X base salary. |
| | Board compensation risk oversight. Our board regularly reviews various risks associated with our compensation program, which includes review of an annual risk analysis performed by our independent compensation consultant. |
| | | 
| | What We Don’t Do:
| | | | | | | | | | | | | XNo employment agreements for executive officers.
| X
| | No excise taxgross-ups in change in control agreements. | X
| | Executive perquisites. We do not havepay executive perquisites such as personal air travel, club dues or taxgross-ups. |
| | |
| | | | XNo hedging transactions or pledging of ATI stock by officers and directors.
We prohibit officers and directors from hedging or pledging ATI stock. | X
| | No repricing of awards. No previously granted awards can be repriced or surrendered in exchange for new awards. |
| | | | | | | | | | | | | | Compensation Discussion and Analysis 2. How We Determine Executive Compensation | | | ATI 2024 Proxy Statement | | | | | | | | | | | | |
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| | | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION SETTING PROCESS49
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| | | | 2. | | HOW WE DETERMINE EXECUTIVE COMPENSATION |
Compensation Setting Process Setting Compensation Levels and Opportunities This section explains the Committee’sThe Committee maintains a multi-step process for setting compensation levels and opportunities and validating our pay targets. The table below, and description that follows, summarizes the analyses involved in this process:
| | | | | | | | | Process Step/
Analysis
| | Responsibility or
Data Source
| | Purpose
| | How It’s Used
| | When It’s Conducted
| Review of Annual and Long-Term Business Plans | | | | 
Nov. – Feb. | | Board/
managementResponsibility/Purpose:
| | Board and management/Aligning incentive compensation with business objectives | | How It’s Used: To support determination of performance targets in incentive plans | | Individual Performance Assessments | | | |
Nov. – Feb. | | November
– February
| Individual Performance AssessmentsResponsibility/Purpose:
| | Committee; Executive feedback
| | Committee and CEO/Evaluating individual performance of CEO and, Executive Council (EC) members (for EC members, based on CEO input)input, the members of our management Executive Council | | How It’s Used: ◆To determine each executive’s personal performance relative to the individual goals that comprise the 10% component of his or her short-term incentive award and to determine payments for the award period that recently ended and to ◆ To assist in setting individual award opportunities for the next year/ award cycle | | November
– February
| Company Achievement of Performance Goals | | | |
Jan. – Feb. | | Committee/
managementResponsibility/Purpose:
| | Committee and management/Determining award payments based on Company performance in completed performance periods | | How It’s Used: ◆ To determine award payouts ◆Considered when determining appropriate performance goals for upcoming periods | | Market and Peer Analysis | | | |
Sept. – Nov. | | January
– FebruaryResponsibility/Purpose:
| MarketCompensation consultants/Benchmarking and Peer Analysis
making compensation recommendations for our executives | | Compensation consultantsHow It’s Used:
| | Setting pay for our executives
| | To set competitive base pay and short-short-term and long-term incentive targets and compensation opportunities for the next year/award cycle | | November
– February
| Pay and Performance Analysis | | | |
Ongoing | | PubliclyResponsibility/Purpose:
Committee and management/Evaluating pay and performance relative to publicly available financial and compensation information | | Evaluating pay and performance to validate individual compensation plans that were established in FebruaryNovember
| | How It’s Used: To assess achievement under the incentive plans relative to Company and peer performance | | Stockholder Outreach | | | |
Ongoing | | OngoingResponsibility/Purpose:
| Tally Sheets
| | Compensation consultants; Internal compensation and benefits data
| | Evaluating total remuneration and internal pay equity of our executives
| | To evaluate the total remuneration and projected payments to the NEOs under various termination scenarios. This helps to determine if each executive’s compensation package is appropriately aligned with that of internal peers and whether any adjustments to our compensation plans or programs, or an individual’s pay package, is necessary
| | Ongoing
| Stockholder Outreach
| | Board/
management
| | Management/To obtain stockholder feedback on concerns and questions relating to plan design and performance | | How It’s Used: To understand expectations of investors and monitor trends in executive compensation from the perspective of stockholders. Used to evaluate compensation policies, practices and plans. |
| | | | | | | | | | | | | | 50 | | | | ATI 2024 Proxy Statement | | Ongoing
Compensation Discussion and Analysis 2. How We Determine Executive Compensation |
Near the end of each year, the Board (including members of the Committee) reviews ATI’s annual and long-term business and strategic plans with management. During the first quarter of the following year, theThe Committee reviews the Company’syear-end financial results and, based on its assessment of ATI’s achievement of the predefined financial goals and objectives, determines the extent to which awards with performance measurement periods that concluded at the end of the previous year are payable. Also during the first quarter of each fiscal year, the The Committee authorizes compensation programs for the year and establishes specific financial performance goals for the performance period or periods applicable to awards under such programs in light of the Board-approvedBoard approved business and strategic plans.
42\ATI2018 Proxy Statement
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION SETTING PROCESS
| | |
The Committee considers which incentive plans, award levels and performance goals would optimize the achievement of ATI’s future business objectives without introducing systemic risk driven by the executive compensation program. The Committee solicits the views of its advisors as to whether the plans under consideration reflect and support achievement of the Company’s short-term and long-term business objectives and strategies. In addition, at that time, theThe Committee also approves individual participation levels in the compensation plans for the CEO and members of the management Executive Council and directs executive management to establish participation levels in the plans for other eligible employees within the guidelines given by the Committee. Generally, all prospective compensation opportunities under the long-term compensation plans are made atawarded during the Committee’s February meeting.first quarter. Internal Pay EquityMonitoring Performance and Progress
Using marketThe Committee meets regularly during the year to monitor the Company’s performance, as well as the individual performance of members of our management Executive Council, relative to the incentive plan goals. At these meetings, management provides the Committee with current financial data our independentand with internal status reports on key performance measures. The Committee uses this information to:
| ◆ | | assess management’s interim progress toward achieving the predetermined performance goals and the potential payouts under the various executive compensation plans; and |
| ◆ | | assist in the evaluation of whether the compensation plans continue to support and direct performance as required to achieve the Company’s business goals. |
Members of management attend portions of these meetings. The Committee also meets with its outside compensation consultant advises the Committeeand other advisors during non-management executive session in order to ensure independent feedback on relativeall compensation among the Executive Council members, including the NEOs. While, in recognition of his ultimate management responsibility as Chairman, President and CEO, base pay and compensation opportunities are significantly greater for the CEO than for the other NEOs of the Company, the Committee considers the ratios of CEO compensation opportunities and the compensation opportunities of each of the other NEOs in setting compensation opportunities. The ratio of the 2017 total realized compensation for Mr. Harshman, Chairman, President and Chief Executive Officer, compared to the average of the compensation of the other NEOs, as reflected in the Total Realized Compensation Table, is approximately 3.45:1.related matters. Benchmarking Peer Group The Committee considers, with information provided by the compensation consultant, compensation practices across a peer group of manufacturing companies. Thethat the Committee uses the peer group as a reference in developing its executive compensation program and in determining the competitiveness of its executive compensation levels. The Committee also uses information regarding compensation practices across a broader survey of manufacturing companies as a check against the peer group information. Annually, the Committee reviews the composition of its peer group to ensure that the companies constituting the peer group remain relevant and provide meaningful comparisons for compensation and business purposes. ATI believes that there are no other public companies that engage in the full range of the Company’s specialty materials and components manufacturing, fabrication, marketing and distribution. Therefore, the Committee’s independent compensation consultant developed the following criteria to guide the selection of peer companies for benchmarking compensation. Specifically, peer companies should: 1) be competitors for business and/or executive talent and be primarily from the metals industry or adjacent sectors; 2) have stock prices reasonably correlated with ATI over the past five years indicating sensitivity to similar external market influences and 3) be reflective of the general complexity and business orientation of ATI, including with respect to global footprint, product lines and foreign competition. Generally, the peers selected have:compensation: • Revenues that approximate 50% to 200% of ATI with some flexibility;
• Capital intensive businesses as indicated by lower asset turnover ratios (i.e., 0.5 to 1.5);
• Higher stock price volatility, or “beta” (i.e., greater than 1.0);
• Market capitalization reasonably aligned with ATI; Some flexibility for outliers that may be aligned from different perspectives (i.e., revenues, competition); and
• Similar number of employees
ATI2018 Proxy Statement/43
| | | | | | | | | | | | | | Compensation Discussion and Analysis 2. How We Determine Executive Compensation | | ATI 2024 Proxy Statement | | | | COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION SETTING PROCESS51
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For 2024, the Committee adopted an updated benchmarking peer group, principally to reflect the Company’s business transformation and leadership in aerospace and defense. 
| | | | | | | | | | | | | | 52 | | | | ATI 2024 Proxy Statement | | Compensation Discussion and Analysis 2. How We Determine Executive Compensation |
As a result, for2023 Benchmarking Peer Group
For performance measurement periods under the executive compensation plans beginning on January 1, 2016,2023, the Benchmarking Peer Group consists of the following companies:companies listed below, against which ATI performed as follows for 2023: | | | | | | | | | | | | | | | | | | | | | | | | | ($millions) Company | | Revenue
Actual
FY2017 | | | Total
Assets
FY2017 | | | Market
Capitalization
12/31/2017 | | | Employees | | | Asset
Turnover | | | Beta
12/31/2017 | | Reliance Steel & Aluminum Co. | | $ | 9,721 | | | $ | 7,751 | | | | $6,255 | | | | 14,900 | | | | 1.28 | | | | 1.73 | | Steel Dynamics Inc. | | $ | 9,539 | | | $ | 6,856 | | | | $10,220 | | | | 7,635 | | | | 1.44 | | | | 1.94 | | Oshkosh Corporation | | $ | 7,205 | | | $ | 4,962 | | | | $6,783 | | | | 14,000 | | | | 1.52 | | | | 1.46 | | AK Steel Holding Corporation | | $ | 6,081 | | | $ | 4,296 | | | | $1,782 | | | | 9,200 | | | | 1.46 | | | | 3.01 | | Commercial Metals Company | | $ | 4,814 | | | $ | 2,899 | | | | $2,487 | | | | 8,797 | | | | 1.63 | | | | 2.47 | | Terex Corporation | | $ | 4,363 | | | $ | 3,463 | | | | $4,055 | | | | 10,700 | | | | 1.03 | | | | 1.77 | | Westinghouse Air Brake Technologies Corporation | | $ | 3,882 | | | $ | 6,580 | | | | $7,817 | | | | 18,000 | | | | 0.59 | | | | 1.11 | | Trinity Industries Inc. | | $ | 3,663 | | | $ | 9,543 | | | | $5,686 | | | | 15,605 | | | | 0.39 | | | | 1.55 | | Worthington Industries, Inc. | | $ | 3,268 | | | $ | 2,572 | | | | $2,677 | | | | 10,000 | | | | 1.39 | | | | 0.85 | | The Timken Company | | $ | 3,004 | | | $ | 3,402 | | | | $3,815 | | | | 15,006 | | | | 0.97 | | | | 2.33 | | Crane Co. | | $ | 2,786 | | | $ | 3,594 | | | | $5,295 | | | | 10,600 | | | | 0.79 | | | | 1.44 | | Valmont Industries, Inc. | | $ | 2,746 | | | $ | 2,602 | | | | $3,749 | | | | 10,552 | | | | 1.10 | | | | 0.83 | | Kennametal Inc. | | $ | 2,207 | | | $ | 2,476 | | | | $3,924 | | | | 10,744 | | | | 0.93 | | | | 2.66 | | SPX FLOW, Inc. | | $ | 1,952 | | | $ | 2,689 | | | | $2,016 | | | | 7,000 | | | | 0.74 | | | | 2.03 | | Carpenter Technology Corp. | | $ | 1,949 | | | $ | 2,944 | | | | $2,387 | | | | 4,600 | | | | 0.68 | | | | 2.61 | | Schnitzer Steel Industries, Inc. | | $ | 1,837 | | | $ | 986 | | | | $883 | | | | 3,183 | | | | 1.97 | | | | 1.70 | | 25th Percentile | | $ | 2,661 | | | $ | 2,667 | | | | $2,462 | | | | 8,507 | | | | 0.78 | | | | 1.45 | | Median | | $ | 3,466 | | | $ | 3,432 | | | | $3,869 | | | | 10,645 | | | | 1.01 | | | | 1.75 | | 75th Percentile | | $ | 5,131 | | | $ | 5,367 | | | | $5,828 | | | | 14,225 | | | | 1.44 | | | | 2.37 | | ATI | | $ | 3,525 | | | $ | 5,185 | | | | $2,628 | | | | 8,600 | | | | 0.68 | | | | 3.02 | | Percentile | | | 51 | % | | | 74 | % | | | 32 | % | | | 26 | % | | | 13 | % | | | 100 | % |
Source: Standard & Poor’s Capital IQ Database (Compustat financials) Data represents each company’s fiscal year, which may not align with ATI’s fiscal year end of December 31 The peer group used for measuring the Company’s relative total stockholder return (“TSR Peer Group”) is different from the benchmarking peer group. The TSR Peer Group companies, though having a range of sizes, all remain aligned with ATI on the basis of relative similarity to one or more of the aspects of the Company’s businesses. These companies compete in one or more of the markets in which ATI competes, and the risk profiles typically assigned to those companies by the capital markets are similar to ATI.For further information, please see pages 50 and 52.
Monitoring of Performance and Progress Throughout the Year
The Committee meets regularly during the year to monitor the Company’s performance as well as the individual performance of members of our management Executive Council, relative to the incentive plan goals. At these meetings, the Committee is provided with current financial data and with internal status reports on key performance measures. The Committee uses this information to:
assess management’s interim progress toward achieving the predetermined performance goals and the potential payouts under the various executive compensation plans, and
assist in the evaluation of whether the compensation plans continue to support and direct performance as required to achieve the Company’s business goals.
Members of management attend portions of these meetings. The Committee also meets with its outside compensation and other advisors duringnon-management executive session in order to ensure independent feedback on all compensation-related matters.
44\ATI2018 Proxy Statement
| | | | | | | | | | | | | | Compensation Discussion and Analysis 3. 2023 Executive Compensation Program Overview | | COMPENSATION DISCUSSION AND ANALYSIS | 2017ATI 2024 Proxy Statement
| | | | 53 |
| | | | 3. | | 2023 EXECUTIVE COMPENSATION PROGRAM | | OVERVIEW |
2017Annual Executive Compensation Program
Our regular executive compensation program for 20172023 consists of the following elements for our NEOs: | | | | | | | | | | | | Plan | | Purpose | | Relevant Performance Metric and Description | | | ANNUAL/SHORT TERM INCENTIVE | | Base Salary | | To provide fair and competitive compensation for individual performance and level of responsibility of position held. | | Individual performance | | FIXED | | | 20172023 Annual Performance Plan (“APP”) | | To provide performance-based annual cash award for ATI and business unit performanceawards to motivate and reward key employees for achieving our short-term business objectives and to drive performance. | | Mix of metrics, including: ◆ EBITDA ◆ Free Cash flow ◆ Strategic/Individual goals | | Mix of metrics, including:
VARIABLE • ATI/ Segment EBITDA
• Cash flow
• Strategic/Individual goals
| | LONG- TERM INCENTIVE | | VARIABLE | LONG- TERM INCENTIVE
| | Long-Term Incentive Plan: Performance Stock Units (“PSUs”) (70%)* | | To provide performance-based equity compensation in the form of restricted sharestock units to drive ATI’s earnings and retain key managers. | | Awards vest at the end of a three-year performance period based on achievement of specified goals tied to: • Net Income (50%)
• Returngoals. Awards granted in 2023 vest based on invested income (ROIC)
• (50%) 20% +/-the Company’s TSR modifier for Executive Council and other leadership participants.
| relative to that of a predetermined peer group. | | | Long-Term Incentive Plan: Restricted Stock Units (“RSUs”) (30%)* | | To enhance the program’s ability to retain participants and drive long-term behavior by allowing for time-based awards. | | The RSUs are time-vestedTime-vested awards that generally vest in equal annual installments on the first three anniversaries of the applicable grant date, subject to the award recipientsrecipient’s continued employment by the Company.
| |
While our legacy long-term incentive programs continued to impact the compensation realized by our NEOs in 2017, base salary and incentive award opportunities for 2017 further reflected both the underlying approach and goals of our 2016 redesign effort and the challenges that our business faced in recent years. Specifically, for 2017:
Base salaries for the CEO and other NEOs generally have remained at 2015 levels, except that Mr. Wetherbee received a base salary increase in 2016 and Mr. Kramer received an increase in 2017, in each case based on market median data for their respective positions.
Our incentive programs promote our “one ATI” philosophy by placing greater emphasis on financial metrics that measure total ATI performance, rather than segment or individual results, for all participants.
Our incentive programs are heavily weighted toward performance-contingent awards, particularly for NEOs. Short-term incentive awards to our NEOs for 2017 were 90% contingent on total ATI and (as applicable) segment financial performance, compared to 70% for our legacy 2015 awards, and 70% of each 2017 long-term incentive award is performance-vested.
Long-term incentive awards continued to reflect the substantial reduction in target awards (compared with prior years) implemented in 2016. Our CEO’s target long-term award opportunity was 320% of base salary for 2016 and 350% of base salary for 2017, compared to 400% for 2015, and the reduction in target awards for our other NEOs ranged from20%-33%. Additionally, our 2016 and 2017 awards were weighted to more heavily emphasize performance-vested shares compared to prior year awards. Specifically, for 2017:
The PSUs awarded at target as a percentage of base salary were 245% for the CEO and 140% for each other NEO; and
The RSUs awarded at target as a percentage of base salary were 105% for the CEO and 60% for each other NEO.
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| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | 2017 EXECUTIVE COMPENSATION PROGRAM
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| * | In 2023, in response to both shareholder feedback and dramatically improved conditions in our business, we returned to our preferred LTI structure, granting NEO awards that comprised 70% of performance-vested PSUs and 30% of time-vested RSUs, after granting awards in 2021 and 2022 that, in temporary response to the challenges to our business precipitated by the COVID-19 pandemic, were more heavily weighted in favor of time-vested awards. |
The pie charts below show the mix of aggregate NEO compensation by type, form and length, at target for 2017:2023 under our regular, annual compensation program. 2023 Target Pay Mix
2017
| | | | | | | | | | | | | | 54 | | | | ATI 2024 Proxy Statement | | Compensation Discussion and Analysis 4. Elements of 2023 Executive Compensation Program |
| | | | 4. | | ELEMENTS OF 2023 EXECUTIVE COMPENSATION PROGRAM |
Base Salary The Committee’s approach to compensation is to offer a base salary that is competitive with an identified benchmarking peer group of companies and incentive opportunities that are performance-oriented and linked to the interests of stockholders. Base salary is determined by market median data for each NEO’s respective position, individual performance and competitive pay positioning. For 2023 and 2022, annual base salaries for our NEOs were as follows: | | | | | | | | | | Named Executive Officer | | 2023 Base Salary Rate ($) | | | 2022 Base Salary Rate ($) | | | | | | Wetherbee | | | 975,000 | | | | 925,000 | | | | | | Fields | | | 730,000 | * | | | 660,000 | | | | | | Newman | | | 630,000 | | | | 600,000 | | | | | | Davis | | | 515,000 | | | | 500,000 | | | | | | Harris | | | 495,000 | | | | 470,000 | |
| * | Represents weighted average base salary for 2023. For the first six months of 2023, Ms. Fields had a base salary rate of $710,000. In connection with her promotion to President and Chief Operating Officer, her base salary rate was increased to $750,000 effective July 1, 2023. |
Short-Term Incentive Program ATI’s Annual Performance Plan (“APP”) Adopted in connection with our 2016 clean-sheet redesign effort, the APP is a short-term cash incentive plan in which approximately 400 key employees (including the NEOs) participate. For Executive Council members, 90% of the performance goals are based on financial metrics, and 10% on strategic/individual goals, as described below.
For Corporate participants (including our CEO):APP Financial Metrics
For Business Segment NEOs:
 
Performance Criteria.The performance goals for the 20172023 APP were set in February 2017early 2023 based on ATI’s business and operations plans for 2017.2023. Corporate-wide goals are established in abottom-up process through which each business unit’s business plan and business conditions are separately reviewed, in setting targets, as are the expectations for other performance factors at each business unit. The performance goals include a mix of financial targets and strategic and/or individual performance goals. For 2023, our short-term incentive targets exceed our actual 2022 performance and, while we changed our cash flow metric for 2023 from operating cash flow to free cash flow, our EBITDA target was significantly higher than the target that we set for 2022. Similarly, targets set in early 2024 for our 2024 APP exceed the levels established for our 2023 program, reflecting our commitment to rewarding continued improvement as reflected in our compensation structure. 
| * | For 2023, this metric was changed to free cash flow from the operating cash flow metric used in 2022. |
Level of Difficulty.The Committee sets the APP metrics so that the relative difficulty of achieving the target level is consistent from year to year. The objective is to establish target goals in any given year that are challenging yet achievable, with a much higher level of difficulty to achieve performance that generates the maximum payout. 46\ATI2018 Proxy Statement
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | 2017 EXECUTIVE COMPENSATION PROGRAM
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Award Opportunities. The opportunitiesOpportunities for the NEOs under the APP are grantedawarded at “threshold,” “target” and “maximum”target levels expressed as a percentage of base salary and based on predetermined levels of performance. The Committee sets the potential award ranges as percentages of base salary (the “annual incentive percentage”) for each
| | | | | | | | | | | | | | Compensation Discussion and Analysis 4. Elements of 2023 Executive Compensation Program | | ATI 2024 Proxy Statement | | | | 55 |
NEO using comparative market data provided by theour compensation consultant. In general, our short-term incentive program is designed so that the payout associated with achieving threshold performance for each performance goal is equal to 50%25% of target, while the payout associated with achieving the maximum performance level is capped at 200% of target. No payout with respect to the financial performance component is earned for performance below the threshold level. Individual NEO Goals. 90% of each NEO’s annual award opportunity under the APP is determined based on performance criteria relating to the financial and/or operational performance of our business, as described above, and the remaining 10% of each NEO’s award is determined based on his or her personal performance relative to specific individual strategic goals. These goals are established early in the year and reviewed and approved by the Committee. Each NEO’s performance relative to his or her individual goals is evaluated at the end of the year, through a process that includes personal self-assessments, as well as input and recommendations from our Board Chair and CEO. These evaluations are reviewed by the Committee, which performs its own assessment of our Board Chair and CEO’s personal performance and determines the amount of each NEO award. For 2023, our NEOs’ goals focused on, among other strategic matters: growing the Company’s core business, particularly in aerospace and defense; the ongoing transformation of our business; developing great and engaging leaders; cash flow and inventory management; liquidity and capital allocation; and effective management of various risks facing our business. Under our APP program, the Committee has expressly reserved the broad discretion to reduce or eliminate any APP award that may otherwise be payable to one or more participants, including each NEO, if any facet of ATI’s financial or operational performance, especially in relation to the Committee’s expectations for workplace safety, the environmental impact of our business or other aspects of our annual performance with the potential to affect the sustainability of our business, is sub-standard in the view of the Committee. This discretion, coupled with the 10% personal goal component of our APP program, provides the Committee with flexibility to ensure that short-term incentives, while largely designed to drive achievement of financial performance goals, also reflect our values and other qualitative considerations that are important to our business and our stakeholders. 2023 APP Award Opportunities for NEOs | | | | | | | | | | | | | | | | | | | | Annual Incentive Percentage | | Named Executive Officer | | Below
Threshold | | | Threshold | | | Target | | | Maximum | | Harshman | | | 0% | | | | 57.5% | | | | 115% | | | | 230% | | DeCourcy | | | 0% | | | | 40% | | | | 80% | | | | 160% | | Kramer | | | 0% | | | | 40% | | | | 80% | | | | 160% | | Sims | | | 0% | | | | 40% | | | | 80% | | | | 160% | | Wetherbee | | | 0% | | | | 40% | | | | 80% | | | | 160% | |
| | | | | | | | | | | | | | | | | | | | Annual Incentive Opportunities (percentage of base salary) | | | Named Executive Officer | | Below Threshold
(0% of Target) | | | Threshold (25% of Target) | | | Target (100% of Target) | | | Maximum (200% of Target) | | | | | | | | Wetherbee | | | 0% | | | | 31.25% | | | | 125% | | | | 250% | | | | | | | | Fields | | | 0% | | | | 25% | | | | 100% | | | | 200% | | | | | | | | Newman | | | 0% | | | | 20% | | | | 80% | | | | 160% | | | | | | | | Davis and Harris | | | 0% | | | | 17.5% | | | | 70% | | | | 140% | |
To calculate a potential award amount, the target percentage of salary for each NEO is multiplied by a formula based on performance. Formula | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base Salary Earned for the Year Ended December 31, 2017
| | | | x | | | | Target Annual Incentive Percentage
| | | | x | | | | Performance Achievement(0-200%)
| | | | = | | | | Annual
Incentive Payout ($)
| | |
2017 Target and Earned Amounts For Each NEO:
| | | | | | | | | | | | | | | | | | | | At Target (100%) | | | Actual | | Named Executive Officer | | Target
(% of Base
Salary) | | | Dollar
Amount ($) | | | Actual
Weighted
Achievement
(% of Target) | | | Earned/Paid
Cash Award ($) | | Harshman | | | 115 | | | | 1,219,000 | | | | 103.0 | | | | 1,255,570 | | DeCourcy | | | 80 | | | | 384,000 | | | | 106.0 | | | | 407,040 | | Kramer | | | 80 | | | | 357,077 | | | | 104.0 | | | | 371,360 | | Sims | | | 80 | | | | 408,000 | | | | 101.5 | | | | 414,120 | | Wetherbee | | | 80 | | | | 408,000 | | | | 101.1 | | | | 412,488 | |
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2017 Performance Goals and Achievement Levels for the Named Executive Officers:
| | | | | | | | | | | | | Messrs. Harshman, DeCourcy and Kramer: | | | | |
The 2017 APP awards for Messrs. Harshman, DeCourcy and Kramer were determined by (a) total ATI performance relative to the financial metrics and (b) each such executive’s individual performance relative to strategic and/or individual goals, in each case established at the inception of the awards in February 2017. The following tables describe the relative weighting of each metric and the individual goals, as well as ATI’s and each executive’s relative level of achievement for the year:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (millions) | | | | | | | | | | | | Financial
Performance Goals | | Relative
Weighting (%) | | | Threshold | | | Target | | | Maximum | | | 2017 Actual
Performance(a) | | | 2017 Actual Achievement
(% of Goal Target) | | ATI EBITDA | | | 60 | | | $ | 172 | | | $ | 345 | | | $ | 448 | | | $ | 359.7 | | | | 104.3 | % | ATI Cash Flow | | | 30 | | | $ | 115 | | | $ | 164 | | | $ | 205 | | | $ | 165.9 | | | | 101.1 | % | | | | | 90 | % | | | | | | | | | | | | | | | | | | | 103.3 | % |
(a) | Actual 2017 APP Award performance included certain adjustments to both the EBITDA and Cash Flow metrics, including EBITDA adjustments to exclude the impact of $152 million in goodwill impairment and debt extinguishment charges and Cash Flow adjustments to exclude the impact of $144 million in Pension Plan contributions and certain costs related to the formation of the A&TS joint venture, including restart costs for its facility in Midland, Pennsylvania. |
| | | | | | | | | | | | | | | | | | Aggregate Performance | | Financial Performance
Goals (90%) | | | Strategic/Individual
Goals (10%) | | | Total 2017
Achievement (%) | | | Total 2017
Achievement ($) | | Harshman | | | 103.3% | | | | 100% | | | | 103% | | | | $1,255,570 | | DeCourcy | | | 103.3% | | | | 130% | | | | 106% | | | | $407,040 | | Kramer | | | 103.3% | | | | 110% | | | | 104% | | | | $371,360 | |
The 2017 APP award for Mr. Sims was determined by the achievement of goals relevant to both total ATI performance and performance of the ATI HPMC segment, as well as his performance relative to individual strategic goals. Mr. Sims’ 2017 earned award was at 101.5% of target, resulting in an award of $414,120 as described in the following table:
| | | | | | | | | | | | | | Performance Goals | | Relative
Weighting (%) | | | 2017 Actual
Performance(a
($ in millions) | | | 2017 Actual
Achievement
(% of Goal Target) | | ATI EBITDA | | | 30 | | | | $359.7 | | | | 104.3 | | HPMC EBITDA | | | 30 | | | | $355.8 | | | | 101.6 | | HPMC Cash Flow | | | 30 | | | | $227.9 | | | | 90.7 | | Individual/Strategic Goals | | | 10 | | | | | | | | 125 | | | | | | 100 | % | | | | | | | 101.5 | % |
(a) | Actual 2017 APP Award performance included ATI EBITDA adjustments to exclude the impact of $152 million in goodwill impairment and debt extinguishment charges. |
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| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | 2017 EXECUTIVE COMPENSATION PROGRAM
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The 2017 APP award for Mr. Wetherbee was determined by the achievement of goals relevant to both total ATI performance and performance of the ATI FRP business, as well as his performance relative to individual strategic goals. Mr. Wetherbee’s 2017 earned award was at 101.1% of target, resulting in an award of $412,488 as described in the following table:
| | | | | | | | | | | | | | Performance Goals | | Relative
Weighting (%) | | | 2017 Actual
Performance(a)
($ in millions) | | | 2017 Actual
Achievement
(% of Goal Target) | | ATI EBITDA | | | 30 | % | | | $359.7 | | | | 104.3 | % | FRP EBITDA | | | 30 | % | | | $54.0 | | | | 124.9 | % | FRP Cash Flow | | | 30 | % | | | $5.2 | | | | 41.2 | % | Individual/Strategic Goals | | | 10 | % | | | | | | | 200.0 | % | | | | | 100 | % | | | | | | | 101.1 | % |
(a) | Actual 2017 APP Award performance included certain adjustments to both the EBITDA and FRP Cash Flow metrics, including ATI EBITDA adjustments to exclude the impact of $152 million in goodwill impairment and debt extinguishment charges, and FRP Cash Flow adjustments to exclude the impact of $27 million for certain contractual obligations for the HRPF, prebuild of inventory for shipments pending for the first quarter of 2018, and costs related to the formation of the A&TS joint venture, including restart costs for its facility in Midland, Pennsylvania. |
For further information about ATI financial performance, please see ATI’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 filed with the SEC.
Long-Term Incentive Plan (“LTIP”) For our NEOs, 70% of the aggregate award under theThe long-term incentive portion of our redesigned compensation program, the Long-Term Incentive Plan, or “LTIP,” is performance-based and entirely contingent on the achievement of quantitative performance measures, while the remaining 30% of the LTIP award is time-based to provide retention incentives. Specifically, the LTIP consists ofgenerally has two components, includingcomponents:
| ◆ | | PSUs: performance stock units (“PSUs”) that cliff vest based on the achievement of quantitative financial performance metrics over a three-year performance period and the recipient’s continued employment; and |
| ◆ | | RSUs: restricted stock units (“RSUs”) that vest in three equal annual installments, provided that the recipient remains employed by ATI on the applicable vesting date. | | | | | | | Vehicle
| | Performance Metric
| | Vesting
| | Payout Ranges
| Performance
Stock Units (70%)
| | • Income 50%
• Return on Invested Capital 50%
• h or¯ TSR Modifier of 20% for Executive Council members and leadership level participants
| | 3-Year performance period
| | Threshold = 50% of Target for each
Performance Metric* Target = 100%
Maximum = 200% of Target*
* Resulting minimum payout is 25% of the aggregate target award (i.e., when minimum performance is achieved for one Performance Metric, but not the other). At the inception of the award period, the Committee can reduce the threshold and maximum payout levels at their discretion.
For 2017:
Threshold = 50% of Target
Target = 100%
Maximum = 150% of Target
| Restricted Stock Units (30%) | | N/A | | 3-Year Ratable Vesting | | |
Individual opportunities under the LTIP are granted at Threshold, Target and Maximum levels, which are expressed as a percentage of base salary.The respective target opportunities granted to the CEO and NEOs under the LTIP for both 2016 and 2017 were reduced compared to 2015 awards, as follows:
| | | | | | | | | | | | | | | | 2015 Target | | | 2016 Target | | | 2017 Target | | CEO | | | 400% | | | | 320% | | | | 350% | | Other NEOs | | | 300% | | | | 200% | | | | 200% | |
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| | Compensation Discussion and Analysis 4. Elements of 2023 Executive Compensation Program |
From 2016 through and including 2020, 70% of each NEO’s aggregate annual award was comprised of PSUs, while the remaining 30% consisted of RSUs to support retention. In 2021, specifically in response to the various talent retention and other challenges facing our business due principally to the COVID-19 pandemic, we temporarily adjusted those proportions and granted awards to our NEOs that consisted 50% of PSUs and 50% of time-vested RSUs. In 2022, we granted awards that consisted 60% of PSUs and 40% of RSUs. For 2023, we returned to our more typical 70/30 award composition while continuing to retain and incent the level of talent necessary to effectively achieve our strategic objectives. | | | | | | | | | Vehicle | | | | Performance | | Vesting | | Payout Range | | | | | | | Performance
Stock Units | | 
| | Relative TSR | | 3-Year Performance Period | | Threshold = 25% of Target Target = 100% Maximum = 200% of Target* * At the inception of the award period, the Committee can reduce the threshold and maximum payout levels at its discretion. | | | | | | Restricted
Stock Units | | 
| | N/A | | 3-Year Ratable Vesting | |
Performance Stock Units:Units PSUs awarded in January 2023 (“2023-2025 PSUs”) will vest, to the extent that cumulative earnings (defined as income from continuing operations attributable to ATI) and ROIC (defined as net operating profit after taxes divided by average invested capital) meet or exceed a Threshold, Target or Maximum level of performance set by the Committeebased on results, at the beginningend of the three-year performance measurement period. ROIC performance is averaged over the three year performance measurement period. Whether the income or ROIC performance goals are met, and the extent to which the PSUs comprising a particular award vest, will be determined by the Personnel and Compensation Committee at the end of each three-year performance measurement period.period ending on December 31, 2025. When vested, each PSU will convert into a share of the Company’s common stock. No dividends are accumulated or paid on the PSUs.PSUs granted in 2023. 2017 Payout Percentages if Performance Goals are Met
ForOur 2023-2025 PSUs settle following the 2017 PSU component, which is scheduled to vest subject to goal achievementconclusion of a three-year performance period ending on December 31, 2019,2025 based on ATI’s TSR during the Committee reducedperformance period relative to that of the Maximumfollowing pre-determined peer group:
| | | | | | | | | | | TSR PEER GROUP | | | | | | | | | The Committee reviewed many potential peer groups and indices. Ultimately, the business relevance and correlation with our compensation peer group was deemed most appropriate. The use of the following peer group both for 2023 compensation benchmarking and for performance measurement for our 2023-2025 PSUs creates a direct link between pay and performance: | | |
| | | | | | | | | | | ◆ Steel Dynamics, Inc. ◆ Commercial Metals Company ◆ Schnitzer Steel Industries, Inc. ◆ Reliance Steel & Aluminum Co. ◆ SPX Flow, Inc. ◆ The Timken Company | | ◆ Crane Co. ◆ Carpenter Technology Corporation ◆ Valmont Industries, Inc. ◆ Trinity Industries, Inc. ◆ Howmet Aerospace Inc. ◆ Kennametal Inc. | | ◆ Westinghouse Air Brake Technologies ◆ Oshkosh Corporation ◆ Worthington Industries, Inc. ◆ Terex Corporation ◆ Arconic Corporation | | |
Performance Measurement Shares of ATI common stock underlying these awards may be earned over the course of four individual performance measurement periods within the three-year performance period, with the first measurement period concluding on March 31, 2025 corresponding with the end of the 5th quarter out of 12 quarters covered by the 3-year period. The remaining three measurement periods conclude on June 30, 2025, September 30, 2025 and December 31, 2025, respectively. This structure was specifically designed to create incentives for sustained focus and continuous drive for improvement throughout the three year performance period.
| | | | | | | | | | | | | | Compensation Discussion and Analysis 4. Elements of 2023 Executive Compensation Program | | ATI 2024 Proxy Statement | | | | 57 |
Award Vesting and Payment Based on market practices and our desired objectives, we structured the payment scale for these awards to require 2nd quartile performance for a threshold payout percentage fromand top quartile performance for a maximum payout. The proportion of each award that may be earned with respect to each measurement period is more heavily weighted toward the plan designend of 200% to 150%, as a resultthe three-year performance period. Specifically, 20% of challenges facing the Company at the time the awards were made. Total Shareholder Return Adjustment. If the Committee determines that the income and ROIC goalstarget amount of each target award may be earned for the 2017-2019 performancefirst measurement period, meet20% for the second, 30% for the third and 30% for the fourth, in each case according to the following percentage of performance achievement in each measurement period:
If achievement with respect to our relative TSR occurs at a level between the above threshold and target levels of achievement, or exceed Threshold,between the numbertarget and maximum levels of sharesachievement, then the percentage of the payout that becomes earned by NEOs mayand vested will be increased or decreased by upinterpolated between the percentages set forth in the table above on a straight-line basis. In establishing quarterly measurement periods, the Committee’s goal was to encourage both shorter-term and long-term outperformance relative to our peer group, which we believe more effectively creates direct alignment with stockholder expectations over the entire performance period. This approach has an additional 20% based onbenefit of mitigating some shorter-term volatility and is a better reflection of our aggregate performance over the Company’sentire three-year performance period. Negative TSR relativeCap The Committee believes that it is important to ensure that payouts under our long-term incentive program are aligned with stockholder interests. Accordingly, if our absolute TSR for the TSR of a peer group of companies, as follows:three-year Performance Period ending December 31, 2025 is negative, then total payout for the Performance Period may not exceed 100%. 
For 2017 awards, we used the SPDR S&P Metals and Mining ETF (XME) as our TSR peer group.
Restricted Stock Units:Units RSUs granted under the LTIP vest in equal annual installments on each of the first three anniversaries of their grant date, as long as the award recipient remains an employee of the Company on the relevant vesting date. If and when vested, each RSU converts into a share of Company common stock. No dividends will be accumulatedaccumulate or are paid on the RSUs.
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| | | | 5. | | 2023 BUSINESS AND INCENTIVE COMPENSATION RESULTS |
Our 2023 Business Performance ATI continued its strong performance trajectory in 2023. With our focused commitment to doing what we say we are going to do and solving our customers’ most difficult challenges, we created opportunities in the face of the ongoing global geopolitical, supply chain and other challenges that continue to impact our current environment, capturing new market share and sharpening our operation advantage to drive shareholder value. We continued to successfully execute our strategy, working to ensure sustainable growth as we capitalize on the opportunities presented by unprecedented demand growth, particularly in our core aerospace and defense markets. Financial and Operational Performance 
We believe that the strategic and operational changes we have achieved in recent years and continue to pursue are positioning our business for success in 2024 and beyond, and critically, are driving our ability to create shareholder value. The following illustrate ATI’s relative TSR compared to the S&P 500 in 2023 and since the beginning of 2022:
Key Achievements Sales of $4.2 billion compared to $3.8 billion in 2022 | ◆ | | Year-over-year aerospace and defense sales up 32% | |
| ◆ | | Aerospace and defense represented 63% of sales in Q4, compared to 53% at the end of 2022 | |
Gross profit of $803 million compared to $714 million in 2022. Net income of $423 million, compared to $339 million in 2022 Preserved strong liquidity and cash position | ◆ | | Annuitized the significant majority of our remaining pension obligations | |
| ◆ | | Ended the year with $744 million of cash on hand | |
Returning capital to stockholders. | ◆ | | Repurchased $85 million of our outstanding stock and announced a new, $150 million repurchase authorization | |
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Short-Term Incentive Compensation Program Results 2023 APP Target and Earned Amounts for Each NEO | | | | | | | | | | | | | | | | | | | | | | | | At Target (100%) | | | | | | Actual | | | Named Executive Officer | | Target
(% of Base Salary) | | | Target Dollar
Amount ($) | | | | | | Actual Weighted Achievement (% of Target) | | | Earned/Paid
Cash Award ($) | | | | | | | | | Wetherbee | | | 125 | | | | 1,218,750 | | | | | | | | 134 | | | | 1,632,945 | | | | | | | | | Fields | | | 100 | | | | 730,000 | | | | | | | | 131 | | | | 957,214 | | | | | | | | | Newman | | | 80 | | | | 504,000 | | | | | | | | 133 | | | | 670,853 | | | | | | | | | Davis | | | 70 | | | | 360,500 | | | | | | | | 130 | | | | 467,585 | | | | | | | | | Harris | | | 70 | | | | 350,000 | | | | | | | | 131 | | | | 460,061 | |
The 2023 APP award for each of our NEOs was determined by (a) total ATI performance relative to the financial metrics and (b) each such executive’s individual performance relative to individual strategic goals. Our 2023 goals exceeded our actual 2022 performance and were significantly higher than the goals set for our 2022 APP. The following tables describe the relative weighting of each metric and the individual goals, as well as ATI’s and each executive’s relative level of achievement for the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ($ in millions) | | | | | Financial Performance Goals | | Relative Weighting (% of Total Award) | | | Threshold | | | Target | | | Maximum | | | 2023 Actual Performance | | | 2023 Actual Achievement (% of Goal Target) | | | | | | | | | | ATI EBITDA | | | 60 | | | | 520 | | | | 575 | | | | 630 | | | | 591.3 | | | | 115.9% | | | | | | | | | | ATI Free Cash Flow | | | 30 | | | | 75 | | | | 125 | | | | 175 | | | | 164.7 | | | | 165.7% | | | | | | | | | | Aggregate Financial Performance | | | 90 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Aggregate Performance | | Financial Performance Goals (90%) | | | Strategic/Individual Goals (10%) | | | Total 2023 Achievement (%) | | | Total 2023 Achievement ($) | | | | | | | | Wetherbee | | | 132.5% | | | | 150% | | | | 134.3 | | | | 1,632,945 | | | | | | | | Fields | | | 132.5% | | | | 125% | | | | 131.8 | | | | 957,214 | | | | | | | | Newman | | | 132.5% | | | | 141% | | | | 133.5 | | | | 670,853 | | | | | | | | Davis | | | 132.5% | | | | 106% | | | | 129.9 | | | | 467,585 | | | | | | | | Harris | | | 132.5% | | | | 125% | | | | 131.8 | | | | 460,061 | |
For further discussion of these metrics, including the nature of our NEOs’ 2023 individual strategic goals, see pages 54 and 55 of this Proxy Statement. For further information about ATI financial performance, please see ATI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC.
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Legacy PlansLong-Term Incentive Compensation Program Results
In 2014 and 2015, the Company issued equity awards under two long-term equity incentive plans, the Performance/2021-2023 Performance-Vested Restricted Stock Program (“PRSP”) and the Long-Term Incentive Performance Plan (“LTPP”). The LTPP, which had two components, including the Total Shareholder Return Program (“TSR”) and the Long-Term Shareholder Value (“LTSV”), eachUnits
PSUs awarded in 2021 vested as of which is described below.Boththe PRSP and LTPP were discontinued beginning in 2016. These programs were replaced with our new clean sheet long-term incentive programs, and no new awards are being made under either plan. However, because the terms of awards under these legacy plans included multi-year performance and/or vesting schedules, legacy awards continuedDecember 31, 2023 based on ATI’s total shareholder return relative to impact the compensation realized by our NEOs in 2017 and may likewise affect annual realized compensation for one or morethat of our NEOs through 2020. Legacy Performance/Restricted Stock Program (“PRSP”)
Overview.Underpreviously-disclosed legacy peer group. Shares of ATI common stock underlying these awards were earned over the PRSP, sharescourse of performance-vested restricted stock were awarded to participants ateight individual performance measurement periods within the beginning of a three-year performance period, with the first measurement period. Approximately 120 key managers, including the NEOs, participated in this plan.One-half of the award under the remaining PRSP awards has a performance-based vesting feature and the other half has both performance-based and time-based vesting components, as more fully described below.
Performance Criteria. The PRSP used an aggregate net income target that reflected ATI’s baseline expectations for earnings under the applicable three-year business plan. For awards under the 2015—2017 performance measurement period:
• | | Performance Feature:One-half of the stock-based award was scheduled to vest, if at all, only upon ATI’s achievement of at least a minimum, predetermined aggregate net income target for the three-year performance period from January 1, 2015 to December 31, 2017. |
The awards provided that, if the net income target were not reached or exceededperiod concluding on or beforeMarch 31, 2022 corresponding with the end of the 5th quarter out of 12 quarters covered by the 3-year period. The awards were structured such that 12.5% of each award could be earned with respect to each measurement at threshold, target and maximum levels according to the following:
The awards stipulated that, if ATI’s absolute TSR for the three-year performance period, or ifPerformance Period ending December 31, 2023 had been negative, then the individual award recipient were to leavetotal payout for the employfull Performance Period could not exceed 150% Based on this structure and ATI’s relative total shareholder return for each of the Company for a reason other than retirement, death or disability beforeeight measurement periods, which significantly outpaced that date,one-halfof our peer group companies consistently across the award would be forfeited.three-year period, our 2021-2023 PSUs settled in January 2024 at 198.5% of target as illustrated by the following: ATI TSR Positioning vs. Compensation Peer Group FY 2021 - 2023 by Quarter, Cumulative 
•Note: | | Time-Based and Performance Feature:For our NEOs,one-half of each award was scheduled to vest upon the earlier of (i) five years from the date of grant, if the participant is still an employee of the Company on that date (or if the participant has retired, died or become disabled), or (ii) the last day of the applicable three-year performance period, if the net income performance criteriaMar ‘21-Dec’21 shown for the performance period were attained.reference only (not used in final payout determination) |
ATI’s 2023 Performance Impact on NEO Compensation Multi-Year Trends Reflect Our Pay For Performance Culture and the Cyclicality of our Business The compensation of our senior executives during 2023 reflects meaningful recovery in our business following the significant downturn experienced in 2020 and much of 2021 as a result of the COVID-19 pandemic and our successful execution of our 2023 priorities and other strategic initiatives. | ◆ | | 2023 Short-term incentive payments were above target, but meaningfully below the maximum potential payout: Our NEOs received short-term incentive payments under our annual incentive plan for 2022 that ranged from 129.9% to 134.3% of their respective target awards, reflecting both our outstanding business performance and meaningful personal achievement over the course of 2023, as well as the highly challenging nature of the levels of performance we established for both target and maximum payout under program. |
| | | | | | | | | | | | | | Compensation Discussion and Analysis 5. 2023 Business and Incentive Compensation Results | | 2015-2017 Performance. The PRSP implemented in 2015 had a performance goal of aggregate net income of $325 million for the 2015-2017 performance measurement period, excluding certain facilitystart-up costs associated with the HRPF and underutilization costs associated with ournow-idled Rowley, Utah titanium sponge plant. ATI did not achieve the $325 million aggregate net income target, and consequently,half of each NEO’s 2015-2017 award was forfeited as of January 22, 2018. The remaining half of each such award will vest in early 2020, for NEOs who remain employed by ATI employee at that time or have retired, died or become disabled. The fair market value of ATI stock on the grant date for the 2015 – 2017 awards (February 25, 2015) was $33.86 per share.
2024 Proxy Statement | | |
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| ◆ | | Multi-year trends in short-term incentive reflect the cyclicality of our business and our commitment to pay for performance: While awards under our 2023, 2022 and 2021 short-term incentive program were meaningfully above target, reflecting our executive team’s success in driving rapid recovery following the extreme impacts of the COVID-19 pandemic, awards under our 2020 short term incentive program were significantly below target, reflecting the sudden and widespread impact of the pandemic and related economic downturn on our business, as well as our decision to refrain from adjusting our performance goals downward under either our 2020 short term incentive program or our long-term incentive awards, despite the sudden and unanticipated nature of the pandemic and its effects. Our 2019 and 2018 payment of short-term incentive awards at greater-than-target levels followed near-target short-term incentive payments for 2017 and short-term incentive payments for 2016 and 2015 that were either zero or significantly below target. This trend reflects the cyclical nature of our business and the strong correlation between pay and performance inherent in our executive compensation programs. |
| ◆ | | Long-term incentive results similarly reflect cyclical challenges: Notably, as we sought to transform our business over the last several years, the results of our long-term compensation programs also contributed at times to below-target annual compensation for our NEOs. Specifically, while our 2021-2023 PSUs, which settled in early 2024, paid at 200% of target (their maximum level of achievement), a substantial portion of the long-term incentive awards granted to our NEOs for the performance periods ended in 2017, 2021 and 2022 did not vest, because the applicable performance criteria (including market performance as reflected in the TSR component of certain awards) were not satisfied. As a consequence, our NEOs’ aggregate realized compensation was meaningfully lower than the target total annual compensation established for each of them. |
Awards with performance periods that ended in 2018, which were paid in early 2019, resulted in payments of 39% of each NEO’s target award. By contrast, our 2017 – 2019 PSU awards settled at 132.9% of target for our NEOs. This result reflected improvements in our business in 2017 and 2018 compared to earlier very challenging years. However, our 2018 – 2020 awards settled in early 2021, our 2019 – 2021 awards settled in early 2022 and our 2020 – 2022 awards settled in early 2023 at only 68.9%, 23.7% and 31.1% of target, respectively, for our NEOs, consistent with the pandemic-related downturn that we experienced through most of 2020 and much of 2021. These results reflect the cyclical fluctuations in business performance that we have experienced over the last several years, further demonstrating our pay for performance culture. 2023 NEO Performance-Based Compensation The following table shows the compensation paid to each NEO based on ATI’s recent performance. | | | | | | | | | | | | | | Named Executive Officer | | 2023 Base Salary ($) | | | 2023 Annual Performance
Plan (APP) ($) | | | 2021-2023 Performance
Restricted Share Units($)(1) | | | | | | | Wetherbee | | | 975,000 | | | | 1,632,945 | | | | 10,092,022 | | | | | | | Fields | | | 730,000 | | | | 957,214 | | | | 3,027,539 | | | | | | | Newman | | | 630,000 | | | | 670,853 | | | | 2,977,162 | | | | | | | Davis | | | 515,000 | | | | 467,585 | | | | 2,523,006 | | | | | | | Harris | | | 500,000 | | | | 460,061 | | | | 2,270,697 | |
| (1) | Based on ATI’s achievement of specific financial performance goals for the period from January 1, 2021 through December 31, 2023. The amounts shown reflect achievement at 198.5% of target, and a per share value of $42.44 per share, which was the average of the high and low trading prices for one share of our common stock on the NYSE on January 9, 2024. |
Legacy Long-Term Incentive Performance Plan (“LTPP”)
Overview. The Long Term Incentive Performance Plan, which was designed to drive overall ATI performance and the achievement of strategic goals while retaining key managers, included two components:
| | | TSR Component: Measures total stockholder return | | LTSV Component: Measures long-term stockholder value | The Committee granted a target award to the each LTPP participant, the amount of which was based on a specified percentage of base pay. At the end of the applicable performance measurement period, the number of shares received by the participant, if any, is based on the Company’s total stockholder return (generally, the change in the trading prices of a share of Company common stock plus dividends paid) (“TSR”) relative to the TSR of a peer group of publicly traded companies deemed comparable by the Committee. Approximately 60 key managers participated in this portion of the LTPP.
| | The Committee granted an award of performance-vested restricted stock to each LTSV participant in an amount based on a specified percentage of base pay. The restricted stock awards were scheduled to vest at the end of a three-year performance period, in whole or in part, subject to the achievement of variouspre-set strategic operational goals. Only members of our Executive Council participated in this portion of the LTPP. |
Total Shareholder Return (TSR) Component
Performance Criteria, Including Peer Group.For the 2015 TSR awards, the Committee established a three-year performance measurement period extending from January 1, 2015 to December 31, 2017, selected the eligible participants, established the number of target shares for each participant, and identified the peer group of companies against which the Company’s performance would be measured over the term of the performance period. The target number of shares awarded to each participant was calculated as a percentage of his or her base salary on the date of grant, divided by the average of the high and the low trading prices of ATI’s Common Stock on the NYSE on the date of grant.
Measurement Criteria.The Committee established the following performance ranges and corresponding payment percentages for threshold, target and maximum performance, determined on the basis of the Company’s TSR relative to that of the specified peer group over the term of the 2015 — 2017 performance period:
Threshold: TSR performance by the Company during the performance period in the 35th percentile of the peer group would have resulted in a payout equal to 50% of target;
Target: TSR performance by the Company during the performance period in the 50th percentile of the peer group would have resulted in a payout equal to 100% of target; and
Maximum: TSR performance by the Company during the performance period in the 90th percentile or greater of the peer group would have resulted in a payout equal to 200% of target.
| | | | | | | 2015-2017 Performance. For the 2015 — 2017 Performance Period, ATI’s total shareholder return was at the 14th percentile relative to the TSR for its peer group during the same period, which is below the threshold level of performance required under the terms of 2015 TSR awards and, therefore,participants in the 2015 TSR program did not receive any payment with respect to these awards.ATI 2024 Proxy Statement
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Long Term Shareholder Value (LTSV) Component
Performance Criteria. For the 2015 LTSV awards, the Committee established various strategic, operational goals, the achievement of which were considered crucial to the completion and implementation of the Company’s capital improvements, acquisitions, and business development strategies, and assigned relative weight to each performance metric. The LTSV awards provided that, at the end of the 2015 — 2017 performance measurement period, the Committee would determine the degree to which each of the performance goals had been met. The aggregate achievement level of the respective performance goals with relative weighting, expressed as percentage, is multiplied by the target number of shares of restricted stock granted to each participant to determine the number of shares of restricted stock that vest. Dividends declared on the Company’s Common Stock are accumulated and paid in stock to the holders of this performance-vested restricted stock award when and if the restrictions lapse on the shares.
| | | | | | | 2015-2017 Performance. The Committee determined that the operational goals established under the LTSV for the 2015 — 2017 Performance Period were successfully achieved only in part. As a result, participants in the 2015 LTSV program received a partial payment equivalent to 60% of their respective 2015 target awardsCompensation Discussion and forfeited the remaining 40% of the award.Analysis 6. Total Realized Compensation
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| | | | 6. | | TOTAL REALIZED COMPENSATION |
When making determinations and awards under our incentive plans, the Committee looks to the actual dollar value of awards to be delivered to the NEOs in any given year, as illustrated by the Total Realized Compensation figures below. 2017-2023 Total Realized Compensation as % of Target
2023 Target Compensation Comparison to Total Realized Compensation | | | | | | | | | | | | | | | | Named Executive Officer | | 2023 Target
Compensation | | | 2023 Total Realized
Compensation | | | | | % of Target
Realized | | | | | | | | Wetherbee | | | $6,193,000 | | | | 16,011,464 | | | | | | 258% | | | | | | | | Fields | | | $3,235,000 | | | | 5,987,334 | | | | | | 185% | | | | | | | | Newman | | | $2,520,000 | | | | 5,447,979 | | | | | | 216% | | | | | | | | Davis | | | $1,905,500 | | | | 4,146,311 | | | | | | 218% | | | | | | | | Harris | | | $1,850,000 | | | | 4,111,809 | | | | | | 222% | |
Total Realized Compensation is calculated as follows:
| | | | | | | | | | | | | | Compensation Discussion and Analysis 7. Other Compensation Practices and Policies | | |
ATI 2024 Proxy Statement 52\ATI2018 Proxy Statement
| | | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | 63
|
| | | | 7. | | OTHER COMPENSATION PRACTICES AND POLICIES |
Stock Ownership Guidelines The Company maintains the following robust stock ownership guidelines for its executives, including the NEOs. These guidelines are designed to further link these executives’ interests with the interests of stockholders generally: 
Executives are required to retain 50% of the after-tax value of shares issued upon the vesting of equity awards until the ownership requirement is satisfied. Each executive subject to the guidelines had until the later of February 25, 2021 or five years from the date of his or her promotion to one of the designated positions, as the case may be, to meet the guideline applicable to his/ her position. Accordingly, our CEO and each other NEO currently meets his or her ownership obligations under the guidelines. NEO Stock Ownership Guidelines Compliance 
* Reflects March 18, 2024 closing price for ATI common stock on the NYSE of $47.87 per share. No Hedging or Pledging of Stock ATI policy prohibits directors, officers and key employees from engaging in publicly traded options and hedging transactions with regard to ATI securities. ATI policies also prohibit our officers and directors from pledging ATI stock to secure personal loans. Adherence to Ethical Standards; Clawback Policy Incentive awards (paid in cash or equity) are conditioned on adherence to the Company’s Corporate Guidelines for Business Conduct and Ethics, which are published on our website ATImaterials.com. We have clawback provisions that provide for the return of compensation to the extent that information used to calculate achievement of earnings or other performance measures is subsequently determined to be materially incorrect (including but not limited to circumstances under which any such inaccuracy results in a financial restatement). Additionally, in 2023 we adopted ATI’s Executive Compensation Recovery Policy, which provides for the recovery of any erroneously awarded incentive-based compensation from our NEOs and certain other senior executives in the event of a financial restatement due to material non compliance with financial reporting requirements, in compliance with applicable SEC and NYSE rules.
| | | | | | | | | | | | | | 64 | | | | ATI 2024 Proxy Statement | | Compensation Discussion and Analysis 7. Other Compensation Practices and Policies |
Other Compensation Policies
Employment Agreements; Change in Control Agreements.Agreements ATI does not have any employment agreements with its NEOs. The Company has change in control agreements with each NEO and certain other executives that provide for severance payments to each such executive in the event he or she is terminated from his or her position in connection with a change in control, as defined in and provided by the agreements. These change in control agreements do not include an excise taxgross-up provision. The change in control agreements are intended to better enable ATI to retain the NEOs in the event that it is the subject of a potential change in control transaction. Based on past advice from its compensation consultant, the Committee believes that the potential payments under these agreements are, individually and in the aggregate, in line with competitive practices. For a more detailed discussion of these agreements, see the“Employment “Employment and Change in Control Agreements” section of this Proxy Statement. Adherence to Ethical Standards; Clawback Policy
Incentive awards (paid in cash or equity) are conditioned on adherence to the Company’sCorporate Guidelines for Business Conduct and Ethics, which are published on our website www.atimetals.com. We have clawback agreements with each member of the management Executive Council, including the NEOs, that provide for the return of compensation to the extent that information used to calculate achievement of earnings or other performance measures is subsequently determined to be materially incorrect (including but not limited to circumstances under which any such inaccuracy results in a financial restatement).
Pension and Retirement Plans ATI maintains a qualified defined benefit pension plan,plans, which hashave a number of benefit formulas that apply separately to various groups of employees and retirees. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in collectively bargained employment arrangements. Also, effective December 31, 2014, the Company froze the defined benefit-typenon-qualified deferred compensation plans in which salaried employees participate, which includes the Supplemental Pension Plan in which Mr. Harshman participates and the defined benefit portion of the ATI Benefit Restoration Plan in which Messrs. Harshman, DeCourcy, Sims andMr. Wetherbee participate.participates. The Company continues to sponsor a qualified defined contribution plan and anon-qualified defined contribution restoration plan compliant with Section 409A of the U.S. Internal Revenue Code aimed at restoring the effects of limitations on defined contribution accruals imposed by the Code.U.S. Internal Revenue Code (the “Code”). For more information regarding the pension plans, ofsee the NEOs, see thePension Benefitstable and accompanying narrative. Perquisites ATI does not generally provide our executives with perquisites, such as the personal use of corporate aircraft without reimbursement to the Company, payment of club membership dues or tax reimbursement arrangements. ATI does provide a parking benefit to the NEOs who work at corporate headquarters on the same terms as provided to a broader group of corporate employees. Tax Deductibility of Compensation Expense.
In evaluating compensation program alternatives, the Committee considers, among other factors, the potential impact on the Company of Section 162(m) of the U.S. Internal Revenue Code, which generally places a $1 million limit on the amount of compensation paid to certain executive officers that a company can deduct in any one year. At the time that the Committee made its 2017 compensation decisions, and prior to recent changes to Section 162(m), compensation that was performance-based and provided under a stockholder-approved plan generally was exempt from the calculation of the $1 million deduction limit and was therefore deductible. Consequently, the 2017 incentive opportunities established by the Committee for our executive officers were designed in a manner intended to be exempt from Section 162(m)’s deduction limitation, because they are paid based on achievement ofpre-determined performance goals established by the Committee pursuant to our stockholder-approved equity incentive plan.
ATI2018 Proxy Statement/53
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | OTHER COMPENSATION POLICIES
| | |
The exemption from Section 162(m)’s deduction limit for performance-based compensation has since been repealed, effective for tax years beginning after December 31, 2017. As a result, despite the Committee’s efforts to structure annual cash incentives and PSUs in a manner intended to be exempt from Section 162(m) and therefore deductible, no assurance can be given that performance-based compensation that was intended to be deductible will in fact be deductible for federal tax purposes because of ambiguities and uncertainties as to the future application and interpretation of Section 162(m), including the uncertain scope of the transition relief under the legislation repealing Section 162(m)’s exemption of performance based compensation from the deduction limit.
While the Committee considers the deductibility of awards as one factor in determining executive compensation, the Committee also looks at other factors in making its decisions, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by the Company for tax purposes. ATI’spay-for-performance philosophy is a key tenant of our executive compensation programs, and performance based compensation is therefore likely to remain a central component of our overall executive compensation structure, irrespective of the extent to which such compensation may continue to be deductible for federal income tax purposes.
No Hedging or Pledging of Stock
ATI policy prohibits directors, officers and key employees from engaging in publicly traded options and hedging transactions with regard to ATI securities, including the pledging of shares to secure personal loans.
Stock Ownership GuidelinesCOMPENSATION COMMITTEE REPORT
The Company maintains the following robust stock ownership guidelines in place that are applicable to its executives, including for all of the NEOs, which are designed to further link these executives’ interests with the interests of stockholders generally: | | | | | Chief Executive Officer
| | | 6X Base Salary | | Executive Vice Presidents and Chief Financial Officer
| | | 3X Base Salary | | Senior Vice Presidents
| | | 2X Base Salary | |
Executives are required to retain 100% of theafter-tax value of shares issued upon the vesting of restricted share unitsCompensation and performance share units until the ownership requirement is satisfied.
We adopted our current guidelines in 2016, transitioning from using a fixed number of shares as the method of determining ownership to targeting a multiple of base salary, which we believe requires a meaningful level of ownership for all NEOs, even during the cyclicality in our markets and declining stock prices.
Executives subject to the guidelines have until the later of February 25, 2021 or five years from the date of promotion to one of the designated positions, as the case may be, to meet the guideline applicable to his/ her position.
Our CEO and each other NEO currently meets his full ownership obligation under the guidelines.
2017 NEO Stock Ownership Guidelines Compliance
54\ATI2018 Proxy Statement
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | 2017 TOTAL REALIZED COMPENSATION
| | |
Total Realized Compensation
When making determinations and awards under our incentive plans, the Committee looks to the actual dollar value of awards to be delivered to the NEOs in any given year, as illustrated by the Total Realized Compensation figures below. The following comparison of target compensation to realized compensation for our NEO’s demonstrates our ongoing commitment to compensating our leadership based on the Company’s performance and placing a significant proportion of senior executive compensation “at risk”:
| | | | | | | | | | | | | Named Executive Officer | | 2017 Target
Compensation | | | 2017 Total Realized
Compensation | | | | % of Target
Realized | | Harshman | | | $5,989,000 | | | $3,524,831 | |
| | | 58.9% | | DeCourcy | | | $1,824,000 | | | $1,340,605 | |
| | | 73.5% | | Kramer | | | $1,710,000 | | | $1,220,086 | |
| | | 71.4% | | Sims | | | $1,938,000 | | | $1,423,376 | |
| | | 73.4% | | Wetherbee | | | $1,938,000 | | | $1,371,768 | |
| | | 70.8% | |
Total Realized Compensation is calculated as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total Compensation as determined by SEC rules in the “Total” column of the Summary Compensation Table
| | -
| | theaggregate grant date fair value of equity awards (as reflected in the Stock Awards column of the 2017 Summary Compensation Table)
| | -
| | theyear-over-year change in pension value andnon-qualified deferred compensation (as reflected in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the 2017 Summary Compensation Table)
| | +
| | thevalue realized in 2017 from shares earned under the2015-2017 LTSV award program and the portion of shares awarded under our Long Term Incentive Plan that vested in 2017 (as reflected in the Options Exercised and Stock Vested Table; no shares vested under the PSRP or TSR programs for the2015-2017 period).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ATI2018 Proxy Statement/55
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | COMPENSATION COMMITTEE REPORT
| | |
Compensation Committee Report
The Personnel and CompensationLeadership Development Committee (referred to in this Report as the “Committee”) has reviewed and discussed the preceding Compensation Discussion and Analysis with Company management. Based on this review and discussion, the Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 20182024 Proxy Statement. The Committee furnishes this Report for inclusion in the 20182024 Proxy Statement and recommends its inclusion in ATI’s Annual Report on Form10-K.
Submitted by: PERSONNELCOMPENSATION AND COMPENSATIONLEADERSHIP DEVELOPMENT COMMITTEE,
Members: James E. Rohr, Chairman
Carolyn Corvi, Chair Diane C. CreelLeroy M. Ball, Jr.
J. Brett Harvey David P. Hess
56\ATI2018 Proxy Statement
| | | | | | | | | | | | | | Compensation Discussion and Analysis Summary Compensation Table for 2023 | | ATI 2024 Proxy Statement | | | | COMPENSATION DISCUSSION AND ANALYSIS | SUMMARY COMPENSATION TABLE FOR 201765
| | |
Summary Compensation Table for 2017SUMMARY COMPENSATION TABLE FOR 2023
The following Summary Compensation Table sets forth information about the compensation paid by the Company to the Chief Executive Officer, the Chief Financial Officer, and each of the other three most highly compensated executives who were serving as executive officers as of December 31, 2017.2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary
($)(2) | | | Bonus
($) | | | Stock
Awards
($)(3) | | | Non-Equity
Incentive Plan
Compensation
($)(4) | | | Change in
Pension Value and
Non-Qualified Deferred
Compensation Earnings
($)(5) | | | All Other
Compensation
($)(6) | | | Total
($) | | Richard J. Harshman | | | 2017 | | | | 1,060,000 | | | | — | | | | 3,973,181 | | | | 1,255,570 | | | | 859,126 | | | | 117,704 | | | | 7,265,581 | | Chairman, President and | | | 2016 | | | | 1,060,000 | | | | — | | | | 3,438,446 | | | | 0 | | | | 211,890 | | | | 160,618 | | | | 4,870,954 | | Chief Executive Officer | | | 2015 | | | | 1,050,692 | | | | — | | | | 4,638,181 | | | | 0 | | | | 803,656 | | | | 380,611 | | | | 6,873,140 | | Patrick J. DeCourcy | | | 2017 | | | | 480,000 | | | | — | | | | 1,028,105 | | | | 407,040 | | | | 88,421 | | | | 55,504 | | | | 2,059,070 | | Senior Vice President, Finance | | | 2016 | | | | 480,000 | | | | — | | | | 973,147 | | | | 38,400 | | | | 38,707 | | | | 69,892 | | | | 1,600,146 | | and Chief Financial Officer | | | 2015 | | | | 472,244 | | | | — | | | | 1,550,711 | | | | 80,909 | | | | 59,893 | | | | 119,218 | | | | 2,282,975 | | Kevin B. Kramer | | | 2017 | | | | 446,346 | | | | — | | | | 963,836 | | | | 371,360 | | | | — | | | | 49,933 | | | | 1,831,475 | | Senior Vice President, Chief | | | 2016 | | | | 425,000 | | | | 150,000 | | | | 861,638 | | | | 29,750 | | | | — | | | | 60,884 | | | | 1,527,272 | | Commercial & Marketing Officer | | | 2015 | | | | 421,122 | | | | 150,000 | | | | 1,373,053 | | | | 71,638 | | | | — | | | | 98,384 | | | | 2,114,197 | | John D. Sims | | | 2017 | | | | 510,000 | | | | — | | | | 1,092,351 | | | | 414,120 | | | | 322,100 | | | | 76,333 | | | | 2,414,904 | | Executive Vice President, High | | | 2016 | | | | 510,000 | | | | — | | | | 1,033,956 | | | | 265,200 | | | | 145,533 | | | | 84,803 | | | | 2,039,492 | | Performance Materials & | | | 2015 | | | | 507,673 | | | | — | | | | 1,647,648 | | | | 187,354 | | | | 202,863 | | | | 148,184 | | | | 2,683,722 | | Components segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Wetherbee(1) | | | 2017 | | | | 510,000 | | | | — | | | | 1,092,351 | | | | 412,488 | | | | 34,696 | | | | 56,065 | | | | 2,105,600 | | Executive Vice President, | | | 2016 | | | | 500,714 | | | | — | | | | 1,033,956 | | | | 40,000 | | | | 15,669 | | | | 57,968 | | | | 1,648,307 | | ATI Flat Rolled Products Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary
($) | | | Bonus
($)) | | | Stock
Awards
($)(1) | | | Non-Equity
Incentive Plan
Compensation
($)(2) | | | Change in
Pension Value and
Non-Qualified Deferred
Compensation Earnings
($)(3) | | | All Other
Compensation
($)(4) | | | Total
($) | | | Robert S. Wetherbee | | | 2023 | | | | 973,077 | | | | — | | | | 4,774,796 | | | | 1,632,945 | | | | 17,259 | | | | 272,477 | | | | 7,670,554 | | | Board Chair and | | | 2022 | | | | 925,000 | | | | — | | | | 7,555,702 | | | | 2,254,687 | | | | — | | | | 272,218 | | | | 11,007,607 | | | CEO | | | 2021 | | | | 907,211 | | | | — | | | | 4,428,259 | | | | 2,040,319 | | | | — | | | | 214,556 | | | | 7,590,345 | | | Kimberly A. Fields | | | 2023 | | | | 726,538 | | | | — | | | | 2,118,819 | | | | 957,214 | | | | — | | | | 164,416 | | | | 3,966,987 | | | President and | | | 2022 | | | | 657,692 | | | | — | | | | 3,524,889 | | | | 1,282,500 | | | | — | | | | 173,875 | | | | 5,638,956 | | | COO | | | 2021 | | | | 587,692 | | | | — | | | | 1,503,677 | | | | 845,922 | | | | — | | | | 131,098 | | | | 3,068,389 | | | Donald P. Newman | | | 2023 | | | | 628,846 | | | | — | | | | 1,654,456 | | | | 670,853 | | | | — | | | | 130,998 | | | | 3,085,153 | | | EVP, Finance and CFO | |
| 2022
2021 |
| |
| 599,615
578,654 |
| |
| 116,667
116,668 |
| |
| 2,908,431
1,481,553 |
| |
| 930,603
832,891 |
| |
| —
— |
| |
| 142,506
139,144 |
| |
| 4,697,822
3,148,910 |
| | Elliot S. Davis | | | 2023 | | | | 514,423 | | | | — | | | | 1,229,507 | | | | 467,585 | | | | — | | | | 103,278 | | | | 2,314,793 | | | Senior Legal | | | 2022 | | | | 500,000 | | | | — | | | | 2,304,016 | | | | 682,500 | | | | — | | | | 96,809 | | | | 3,583,325 | | | Advisor | | | 2021 | | | | 490,385 | | | | — | | | | 1,282,264 | | | | 603,610 | | | | — | | | | 34,614 | | | | 2,410,873 | | | Timothy J. Harris | | | 2023 | | | | 498,846 | | | | — | | | | 1,193,696 | | | | 460,061 | | | | — | | | | 91,877 | | | | 2,244,480 | | | SVP and CDIO | | | 2022 | | | | 469,231 | | | | — | | | | 2,232,156 | | | | 633,931 | | | | — | | | | 83,733 | | | | 3,419,051 | | | | | | 2021 | | | | 440,885 | | | | — | | | | 1,171,539 | | | | 545,839 | | | | — | | | | 25,835 | | | | 2,184,098 | |
| (1) | Mr. Wetherbee was not a named executive officer in 2015. |
(2) | Reflects actual amounts of target base salary paid in 2017. |
(3) | Stock awards:Awards: The values in this column are based on the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made under the Company’s LTIP in 2017. For2023. Regular 2023 LTIP awards for our NEOs the 2017 LTIP awards were comprised 70% of PSUs and 30% of time-vested RSUs. The PSUs vest based on performancethe Company’s relative TSR over a three-year performance period relative to that of a predetermined metrics.peer group. The RSUs vest over three years based on employment service, withone-third of the award vesting on each of the first, second and third anniversaries of the grant date. Grant date fair values of the awards are calculated based on the expected outcome of the related performance conditions to which the awards are subject, as applicable. If maximum performance were to be achieved, the 20172023 amounts (including both RSUs and PSUs) for each NEO would be as follows: Mr. Harshman, $5,403,273;Wetherbee, $8,349,605; Ms. Fields, $3,705,145; Mr. DeCourcy, $1,398,154;Newman, $2,893,120; Mr. Kramer, $1,310,753; Mr. Sims, $1,485,524;Davis, $2,150,024; and Mr. Wetherbee $1,485,524.Harris, $2,087,417. Fair values for the PSU awards at target were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the PSU performance measurement period. The per share fair value of PSU awards made to the NEOs in 20172023 was $21.41.$37.74. The fair value of nonvested restricted stock unit awards, or RSUs, are measured based on the stock price at the grant date. For the 20172023 RSU awards under the LTIP, the values were calculated using the average of the high and low trading prices of the Company’s common stock on the date of grant (February 23, 2017)(January 3, 2023), which was $19.44.$29.56. See Note 1416 to the financial statements in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20172023 for further information. |
(4)(2) | Non-equity Incentive Plan Compensation:Consists of performance-based (and not discretionary) cash awards paid under the 20172023 APP. |
(5)(3) | Changes in Pension Value andNon-Qualified Deferred Compensation Earnings:The amounts in this column include amounts that are not vested and may not ultimately be received by the named executive officer. The amounts reflect the actuarial change in the present value of the NEO’s benefits under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in contractual employment arrangements. Also effective December 31, 2014, the Company froze the defined benefit-typenon-qualified deferred compensation plans in which salaried employees participate, which includes the Supplemental Pension Plan in which Mr. Harshman participates and the defined benefit portion of the ATI Benefit Restoration Plan in which Messrs. Harshman, DeCourcy, Sims andMr. Wetherbee participate.participated. ATI Pension Plan 2, in which Mr. Wetherbee participated, was terminated effective December 31, 2022. In 2017,connection with the discount rate usedtermination, Mr. Wetherbee elected to receive a lump sum benefit that was 3.85% and had the effectpaid to him in 2023. See “Pension Benefits” for 2023 on page 69 of increasingthe pension benefit to the NEOs.this Proxy Statement for more information. |
(6)(4) | All Other Compensation:The values of any perquisites are calculated based on the aggregate incremental cost to the Company. The Company does not provide perquisites or personal benefits ofsuch as air travel or club memberships, or tax reimbursements relating to perquisites or personal benefits.Please see the All Other Compensation Table for 20172023 that follows for additional information. |
ATI2018 Proxy Statement/57
| | | | | | | | | | | | | | 66 | | | | COMPENSATION DISCUSSION AND ANALYSIS | ALL OTHER COMPENSATION FOR 2017
ATI 2024 Proxy Statement | | Compensation Discussion and Analysis Summary Compensation Table for 2023 |
All Other Compensation for 20172023 Amounts in the “All Other Compensation Column” include the following: | | | | | | | | | | | | | | | | | | | | | Name | | Nonqualified Defined
Contribution Plans
($)(1) | | | Contributions made by
the Company to 401(k)
and Other Defined
Contribution Plans
($) | | | Insurance
Premiums
($) | | | Other
($)(2) | | | Total
($) | | Harshman | | | 76,188 | | | | 24,512 | | | | 15,444 | | | | 1,560 | | | | 117,704 | | DeCourcy | | | 28,331 | | | | 20,917 | | | | 4,696 | | | | 1,560 | | | | 55,504 | | Kramer | | | 16,299 | | | | 26,550 | | | | 4,336 | | | | 2,748 | | | | 49,933 | | Sims | | | 43,218 | | | | 26,550 | | | | 5,005 | | | | 1,560 | | | | 76,333 | | Wetherbee | | | 22,950 | | | | 26,550 | | | | 5,005 | | | | 1,560 | | | | 56,065 | |
| | | | | | | | | | | | | | | | | | | | | | Name | | Nonqualified Defined
Contribution Plans
($)(1) | | | Contributions made by
the Company to 401(k)
and Other Defined
Contribution Plans
($) | | | Insurance
Premiums
($) | | | Other
($) | | | Total
($) | | | | | | | | | Robert S. Wetherbee | | | 231,821 | | | | 26,400 | | | | 14,256 | | | | — | | | | 272,477 | | | | | | | | | Kimberly A. Fields | | | 134,323 | | | | 26,400 | | | | 3,505 | | | | 188 | | | | 164,416 | | | | | | | | | Donald P. Newman | | | 98,356 | | | | 26,400 | | | | 5,934 | | | | 308 | | | | 130,998 | | | | | | | | | Elliot S. Davis | | | 69,354 | | | | 26,400 | | | | 7,524 | | | | — | | | | 103,278 | | | | | | | | | Timothy J. Harris | | | 64,222 | | | | 26,400 | | | | 996 | | | | 258 | | | | 91,877 | |
| (1) | Amounts relate to the ATI BenefitDefined Contribution Restoration Plan orPlan. Under the Executive Deferred Compensation Plan, as applicable. Under thenon-qualified defined contribution portion of the ATI BenefitDefined Contribution Restoration Plan, the Company supplements payments received by participants under the Company’s defined contribution plan by accruing benefits on behalf of participants in amounts that are equivalent to the portion of the formula contributions or benefits that cannot be made under such plan due to limitations imposed by the Code.See also the narrative discussion preceding theNon-Qualified Deferred Compensation Table. |
| (2) | | | | | | | | | Amounts are | | | | Compensation Discussion and Analysis Grants of Plan-Based Awards for parking and, in the case of Mr. Kramer, payment of certain nominal travel expenses ($1,188) that were incurred by his spouse and necessitated by ATI business. The parking benefit for the NEOs who work at corporate headquarters is provided on the same terms as to a broader group of corporate employees. |
2023 58\ATI2018 Proxy Statement
| | ATI 2024 Proxy Statement | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | GRANTS OF PLAN-BASED AWARDS FOR 201767
| | |
Grants of Plan-Based Awards for 2017GRANTS OF PLAN-BASED AWARDS FOR 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated
Possible Payouts
UnderNon-Equity
Incentive Plan Awards | | | Estimated
Future Payouts
Under Equity
Incentive Plan Awards | | | All Other
Stock
Awards:
Number
of Shares of Stock
(#) | | All Other
Option
Awards:
Number
of Securities
Underlying Options
(#) | | Exercise
Or Base
Price of
Option Awards
($/sh) | | Grant Date
Fair Value of
Plan-Based
Equity Awards
($)(2) | | | Name | | Description(1) | | Grant
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | | | | Harshman | | APP | | | | | | | 609,500 | | | | 1,219,000 | | | | 2,438,000 | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 2/23/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,253 | | | | | | | 1,112,998 | | | | PSU | | | 2/23/2017 | | | | | | | | | | | | | | | | 33,398 | | | | 133,591 | | | | 200,387 | | | | | | | | | | 2,860,183 | | | | | Total | | | | | | | 609,500 | | | | 1,219,000 | | | | 2,438,000 | | | | 33,398 | | | | 133,591 | | | | 200,387 | | | 57,253 | | | | | | | 3,973,181 | | DeCourcy | | APP | | | | | | | 192,000 | | | | 384,000 | | | | 768,000 | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 2/23/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,815 | | | | | | | 288,004 | | | | PSU | | | 2/23/2017 | | | | | | | | | | | | | | | | 8,642 | | | | 34,568 | | | | 51,852 | | | | | | | | | | 740,101 | | | | | Total | | | | | | | 192,000 | | | | 384,000 | | | | 768,000 | | | | 8,642 | | | | 34,568 | | | | 51,852 | | | 14,815 | | | | | | | 1,028,105 | | Kramer | | APP | | | | | | | 175,539 | | | | 357,077 | | | | 714,154 | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 2/23/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,889 | | | | | | | 270,002 | | | | PSU | | | 2/23/2017 | | | | | | | | | | | | | | | | 8,102 | | | | 32,407 | | | | 48,611 | | | | | | | | | | 693,834 | | | | | Total | | | | | | | 175,539 | | | | 357,077 | | | | 714,154 | | | | 8,102 | | | | 32,407 | | | | 48,611 | | | 13,889 | | | | | | | 963,836 | | Sims | | APP | | | | | | | 204,000 | | | | 408,000 | | | | 816,000 | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 2/23/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,741 | | | | | | | 306,005 | | | | PSU | | | 2/23/2017 | | | | | | | | | | | | | | | | 9,182 | | | | 36,728 | | | | 55,092 | | | | | | | | | | 786,346 | | | | | Total | | | | | | | 204,000 | | | | 408,000 | | | | 816,000 | | | | 9,182 | | | | 36,728 | | | | 55,092 | | | 15,741 | | | | | | | 1,092,351 | | Wetherbee | | APP | | | | | | | 204,000 | | | | 408,000 | | | | 816,000 | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 2/23/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,741 | | | | | | | 306,005 | | | | PSU | | | 2/23/2017 | | | | | | | | | | | | | | | | 9,182 | | | | 36,728 | | | | 55,092 | | | | | | | | | | 786,346 | | | | | Total | | | | | | | 204,000 | | | | 408,000 | | | | 816,000 | | | | 9,182 | | | | 36,728 | | | | 55,092 | | | 15,741 | | | | | | | 1,092,351 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated
Possible Payouts
Under Non-Equity
Incentive Plan Awards | | | Estimated
Future Payouts
Under Equity
Incentive Plan Awards | | | All Other
Stock
Awards: | | | All Other
Option
Awards:
Number | | | Exercise
Or
Base | | | Grant Date
Fair Value of | | | Name | | Description(1) | | Grant Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Number of
Shares
of Stock
(#) | | | of Securities
Underlying
Options
(#) | | | Price of
Option
Awards
($/sh) | | | Plan-Based
Equity
Awards ($)(2) | | | | | | | | | | | | | | | | Wetherbee | | APP | | | | | | | 609,375 | | | | 1,218,750 | | | | 2,437,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 1/3/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,595 | | | | | | | | | | | | 1,199,988 | | | | | | | | | | | | | | | | | PSU | | | 1/3/2023 | | | | | | | | | | | | | | | | 47,361 | | | | 94,722 | | | | 189,444 | | | | | | | | | | | | | | | | 3,574,808 | | | | | | | | | | | | | | | | | | Total | | | | | | | 609,375 | | | | 1,218,750 | | | | 2,437,500 | | | | 47,361 | | | | 94,722 | | | | 189,444 | | | | 40,595 | | | | | | | | | | | | 4,774,796 | | | | | | | | | | | | | | | | Fields | | APP | | | | | | | 355,000 | | | | 710,000 | | | | 1,420,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 1/3/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,014 | | | | | | | | | | | | 532,494 | | | | | | | | | | | | | | | | | PSU | | | 1/3/2023 | | | | | | | | | | | | | | | | 21,017 | | | | 42,033 | | | | 84,066 | | | | | | | | | | | | | | | | 1,586,325 | | | | | | | | | | | | | | | | | | Total | | | | | | | 355,000 | | | | 710,000 | | | | 1,420,000 | | | | 21,017 | | | | 42,033 | | | | 84,066 | | | | 18,014 | | | | | | | | | | | | 2,118,819 | | | | | | | | | | | | | | | | Newman | | APP | | | | | | | 252,000 | | | | 504,000 | | | | 1,008,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 1/3/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,066 | | | | | | | | | | | | 415,791 | | | | | | | | | | | | | | | | | PSU | | | 1/3/2023 | | | | | | | | | | | | | | | | 16,411 | | | | 32,821 | | | | 65,642 | | | | | | | | | | | | | | | | 1,238,665 | | | | | | | | | | | | | | | | | | Total | | | | | | | 252,000 | | | | 504,000 | | | | 1,008,000 | | | | 16,411 | | | | 32,821 | | | | 65,642 | | | | 14,066 | | | | | | | | | | | | 1,654,456 | | | | | | | | | | | | | | | | Davis | | APP | | | | | | | 180,250 | | | | 360,500 | | | | 721,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 1/3/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,453 | | | | | | | | | | | | 308,991 | | | | | | | | | | | | | | | | | PSU | | | 1/3/2023 | | | | | | | | | | | | | | | | 12,196 | | | | 24,391 | | | | 48,782 | | | | | | | | | | | | | | | | 920,516 | | | | | | | | | | | | | | | | | | Total | | | | | | | 180,250 | | | | 360,500 | | | | 721,000 | | | | 12,196 | | | | 24,391 | | | | 48,782 | | | | 10,453 | | | | | | | | | | | | 1,229,507 | | | | | | | | | | | | | | | | Harris | | APP | | | | | | | 175,000 | | | | 350,000 | | | | 700,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSU | | | 1/3/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,148 | | | | | | | | | | | | 299,975 | | | | | | | | | | | | | | | | | PSU | | | 1/3/2023 | | | | | | | | | | | | | | | | 11,841 | | | | 23,681 | | | | 47,362 | | | | | | | | | | | | | | | | 893,721 | | | | | | | | | | | | | | | | | | Total | | | | | | | 173,500 | | | | 346,500 | | | | 693,000 | | | | 11,841 | | | | 23,681 | | | | 47,362 | | | | 10,148 | | | | | | | | | | | | 1,193,696 | |
| (1) | Represents the Company’s Annual Performance Plan and Long-Term Incentive Plan, consisting of Performance Stock Units (PSU)PSUs and time-vested Restricted Share Units (RSU).RSUs. |
| (2) | The values in this column are based on the aggregate grant date fair value of awards determined in accordance with FASB ASC Topic 718 and correspond to the aggregate values disclosed in the “Stock Awards” column in the Summary Compensation Table. |
ATI2018 Proxy Statement/59
| | | | | | | | | | | | | | 68 | | | | COMPENSATION DISCUSSION AND ANALYSIS | OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END FOR 2017
ATI 2024 Proxy Statement | | Compensation Discussion and Analysis Outstanding Equity Awards at Fiscal-Year End for 2023 |
Outstanding Equity Awards at FiscalYear-End for 2017OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards(1) | | | Name | | Grant Date | | | Number of Shares
or Units of Stock
that Have Not
Vested
(#)(2) | | | Market Value of
Shares or Units
of Stock
that Have
Not Vested
($)(3) | | | Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#) | | | Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares, Units or
Other Rights that
Have Not Vested
($)(3) | | Harshman | | | 2/28/2013 | | | | 23,354 | | | | 563,766 | | | | | | | | | | | | | 2/26/2014 | | | | 24,027 | | | | 580,012 | | | | | | | | | | | | | 2/25/2015 | | | | 23,483 | | | | 566,880 | | | | | | | | | | | | | 2/25/2016 | | | | 86,531 | | | | 2,088,858 | | | | | | | | | | | | | 2/25/2016 | | | | | | | | | | | | 201,905(4) | | | | 4,873,987 | | | | | 2/23/2017 | | | | 57,253 | | | | 1,382,087 | | | | | | | | | | | | | 2/23/2017 | | | | | | | | | | | | 133,591(5) | | | | 3,224,887 | | | | | | | | | | 214,648 | | | | 5,181,603 | | | | 335,496 | | | | 8,098,874 | | DeCourcy | | | 2/28/2013 | | | | 2,242 | | | | 54,122 | | | | | | | | | | | | | 2/26/2014 | | | | 6,888 | | | | 166,276 | | | | | | | | | | | | | 2/25/2015 | | | | 7,089 | | | | 117,128 | | | | | | | | | | | | | 2/25/2016 | | | | 24,490 | | | | 591,189 | | | | | | | | | | | | | 2/25/2016 | | | | | | | | | | | | 57,143(4) | | | | 1,379,432 | | | | | 2/23/2017 | | | | 14,815 | | | | 357,634 | | | | | | | | | | | | | 2/23/2017 | | | | | | | | | | | | 34,568(5) | | | | 834,472 | | | | | | | | | | 55,524 | | | | 1,340,349 | | | | 91,711 | | | | 2,213,904 | | Kramer | | | 2/26/2014 | | | | 6,407 | | | | 154,665 | | | | | | | | | | | | | 2/25/2015 | | | | 6,277 | | | | 151,527 | | | | | | | | | | | | | 2/25/2016 | | | | 21,684 | | | | 523,452 | | | | | | | | | | | | | 2/25/2016 | | | | | | | | | | | | 50,595(4) | | | | 1,221,363 | | | | | 2/23/2017 | | | | 13,889 | | | | 335,280 | | | | | | | | | | | | | 2/23/2017 | | | | | | | | | | | | 32,407(5) | | | | 782,305 | | | | | | | | | | 48,257 | | | | 1,164,924 | | | | 82,097 | | | | 2,003,668 | | Sims | | | 2/28/2013 | | | | 6,929 | | | | 167,266 | | | | | | | | | | | | | 2/26/2014 | | | | 7,929 | | | | 191,406 | | | | | | | | | | | | | 2/25/2015 | | | | 7,532 | | | | 181,822 | | | | | | | | | | | | | 2/25/2016 | | | | 26,020 | | | | 628,123 | | | | | | | | | | | | | 2/25/2016 | | | | | | | | | | | | 60,714(4) | | | | 1,465,636 | | | | | 2/23/2017 | | | | 15,741 | | | | 379,988 | | | | | | | | | | | | | 2/23/2017 | | | | | | | | | | | | 36,728(5) | | | | 886,614 | | | | | | | | | | 64,151 | | | | 1,548,605 | | | | 97,442 | | | | 2,352,250 | | Wetherbee | | | 4/01/2014 | | | | 3,973 | | | | 95,908 | | | | | | | | | | | | | 2/25/2015 | | | | 6,646 | | | | 160,434 | | | | | | | | | | | | | 2/25/2016 | | | | 26,020 | | | | 628,123 | | | | | | | | | | | | | 2/25/2016 | | | | | | | | | | | | 60,714(4) | | | | 1,465,636 | | | | | 2/23/2017 | | | | 15,741 | | | | 379,988 | | | | | | | | | | | | | 2/23/2017 | | | | | | | | | | | | 36,728(5) | | | | 886,614 | | | | | | | | | | 52,380 | | | | 1,264,453 | | | | 97,442 | | | | 2,352,250 | |
The Company does not issue stock option awards and has not issued stock options to its employees since 2003.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards(1) | | | Name | | Grant Date | | | Number of Shares or Units of
Stock that Have Not Vested
(#)(2) | | | Market Value of Shares or Units
of Stock that Have Not Vested
($)(3) | | | Equity Incentive Plan Awards:
Number of Unearned Shares,
Units or Other Rights That Have
Not Vested
(#) | | | Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares, Units or
Other Rights that Have Not
Vested
($)(3) | | | Wetherbee | | | 1/4/2021 | | | | 39,932 | | | | 1,815,708 | | | | | | | | | | | | | 1/4/2021 | | | | | | | | | | | | 119,796 | (4) | | | 5,447,124 | | | | | 1/4/2022 | | | | 63,739 | | | | 2,898,212 | | | | | | | | | | | | | 1/4/2022 | | | | | | | | | | | | 143,412 | (5) | | | 6,520,944 | | | | | 1/4/2022 | | | | | | | | | | | | 128,205 | (6) | | | 5,829,481 | | | | | 1/3/2023 | | | | 40,595 | | | | 1,845,855 | | | | | | | | | | | | | 1/3/2023 | | | | | | | | | | | | 94,722 | (7) | | | 4,307,009 | | | | | | | | | | 144,266 | | | | 6,559,775 | | | | 486,135 | | | | 22,104,558 | | | Fields | | | 1/4/2021 | | | | 15,473 | | | | 703,557 | | | | | | | | | | | | | 1/4/2021 | | | | | | | | | | | | 35,938 | (4) | | | 1,634,101 | | | | | 1/4/2022 | | | | 26,292 | | | | 1,195,497 | | | | | | | | | | | | | 1/4/2022 | | | | | | | | | | | | 59,157 | (5) | | | 2,689,869 | | | | | 1/4/2022 | | | | | | | | | | | | 71,795 | (6) | | | 3,264,519 | | | | | 1/3/2023 | | | | 18,014 | | | | 819,097 | | | | | | | | | | | | | 1/3/2023 | | | | | | | | | | | | 42,033 | (7) | | | 1,911,241 | | | | | | | | | | 59,779 | | | | 2,718,151 | | | | 208,923 | | | | 9,499,730 | | | Newman | | | 1/4/2021 | | | | 15,274 | | | | 694,509 | | | | | | | | | | | | | 1/4/2021 | | | | | | | | | | | | 35,340 | (4) | | | 1,606,910 | | | | | 1/4/2022 | | | | 21,033 | | | | 956,371 | | | | | | | | | | | | | 1/4/2022 | | | | | | | | | | | | 47,325 | (5) | | | 2,151,868 | | | | | 1/4/2022 | | | | | | | | | | | | 61,538 | (6) | | | 2,798,133 | | | | | 1/3/2023 | | | | 14,066 | | | | 639,581 | | | | | | | | | | | | | 1/3/2023 | | | | | | | | | | | | 32,821 | (7) | | | 1,492,371 | | | | | | | | | | 50,373 | | | | 2,290,461 | | | | 177,024 | | | | 8,049,282 | | | Davis | | | 1/4/2021 | | | | 13,477 | | | | 612,799 | | | | | | | | | | | | | 1/4/2021 | | | | | | | | | | | | 29,949 | (4) | | | 1,361,781 | | | | | 1/4/2022 | | | | 15,935 | | | | 724,564 | | | | | | | | | | | | | 1/4/2022 | | | | | | | | | | | | 35,853 | (5) | | | 1,630,236 | | | | | 1/4/2022 | | | | | | | | | | | | 51,282 | (6) | | | 2,331,793 | | | | | 1/3/2023 | | | | 10,453 | | | | 475,298 | | | | | | | | | | | | | 1/3/2023 | | | | | | | | | | | | 24,391 | (7) | | | 1,109,059 | | | | | | | | | | 39,865 | | | | 1,812,661 | | | | 141,475 | | | | 6,432,869 | | | Harris | | | 1/4/2021 | | | | 12,479 | | | | 567,420 | | | | | | | | | | | | | 1/4/2021 | | | | | | | | | | | | 26,954 | (4) | | | 1,225,598 | | | | | 1/4/2022 | | | | 14,978 | | | | 681,050 | | | | | | | | | | | | | 1/4/2022 | | | | | | | | | | | | 33,701 | (5) | | | 1,532,384 | | | | | 1/4/2022 | | | | | | | | | | | | 51,282 | (6) | | | 2,331,793 | | | | | 1/3/2023 | | | | 10,148 | | | | 461,430 | | | | | | | | | | | | | 1/3/2023 | | | | | | | | | | | | 23,681 | (7) | | | 1,076,775 | | | | | | | | | | 37,605 | | | | 1,709,900 | | | | 135,618 | | | | 6,166,550 | |
| (1) | This table relates to shares of (i) performance/restricted stock awarded under the PRSP and (ii) awards under the current LTIP, including (a) time-vested RSUs granted in 20162021, 2022 and 2017,2023, which vest ratably inone-third increments over a three-year period, and(b) performance-vested awards, or PSUs, for the performance measurement periods ending in 20182024 and 2019. Half2025, and (c) a one-time grant of performance-vested Breakout Performance Plan awards, or BPUs, for the PRSP shares awardedmeasurement period ending in each2025. PSUs for the performance period ended December 31, 2023 were settled during the first quarter of the years 20142024 but vested as of December 31, 2023 and, 2015 were forfeited after three years because the Company didtherefore, are not meet the cumulative net income target for that performance period; the remainingone-half of each such award will vest after five years, in 2019 and 2020, respectively, generally subject to the continued employment of the participant.shown as outstanding on this table on this table. |
| (2) | Consists of shares of time-based restricted stock under the PRSP and RSUs under the LTIP. The number of shares reported in this column represents the number of shares that would be awardedpayable pursuant to the time-based vesting portion of the PRSP grants made in 2013, 2014 and 2015 and the time-vested RSUs granted in 20162021, 2022 and 2017.2023. |
| (3) | Amounts were calculated using $24.14$45.47 per share, the closing price of Company Common Stock at December 29, 2017.31, 2023. |
| (4) | Consists of target PSUs granted under the LTIP in 2016.2021. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 20162021 PSU grants are met at the end of the applicable three-year performance measurement period. |
| (5) | Consists of target PSUs granted under the LTIP in 2017.2022. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 20172022 PSU grants are met at the end of the applicable three-year performance measurement period. |
60\ATI2018 Proxy Statement
| | | | | | (6) | Consists of target BPUs granted under the LTIP in 2022. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 2022 BPUs grants are met at the end of the applicable four-year performance measurement period. COMPENSATION DISCUSSION AND ANALYSIS | EQUITY AWARDS VESTED FOR 2017; PENSION BENEFITS FOR 2017
| | |
Option Exercises and Stock Vested for 2017
| | | | | | | | | | | | Stock Awards | | | Name | | Number of
Shares
Acquired
on Vesting
(#)(1) | | | Value
Realized
on Vesting
($)(2) | | Harshman | | | 48,469 | | | | 1,091,557 | | DeCourcy | | | 17,051 | | | | 398,061 | | Kramer | | | 15,097 | | | | 352,447 | | Sims | | | 18,116 | | | | 422,983 | | Wetherbee | | | 17,005 | | | | 393,215 | |
| (7) | Consists of target PSUs granted under the LTIP in 2023. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 2023 PSU grants are met at the end of the applicable three-year performance measurement period. |
The Company does not issue stock option awards and has not issued stock options to its employees since 2003.
| (1) | | | | | | | | | | | | | Compensation Discussion and Analysis Option Exercises and Stock Vested for 2023 | | ATI 2024 Proxy Statement | | | | 69 |
OPTION EXERCISES AND STOCK VESTED FOR 2023 | | | | | | | | | | | | Stock Awards | | | Name | | Number of Shares
Acquired on Vesting
(#)(1) | | | Value Realized on
Vesting
($)(2) | | | | | | Wetherbee | | | 330,172 | | | | 13,132,965 | | | | | | Fields | | | 105,615 | | | | 4,139,165 | | | | | | Newman | | | 102,011 | | | | 4,017,282 | | | | | | Davis | | | 86,037 | | | | 3,391,652 | | | | | | Harris | | | 77,793 | | | | 3,061,026 | |
| (1) | Consists of 19,625of: (a) 237,795 shares, 8,88770,150 shares, 7,869 shares, 9,94259,449 shares and 8,33153,504 shares awarded to Messrs. Harshman, DeCourcy, Kramer, SimsWetherbee, Newman, Davis and Wetherbee,Harris, respectively, and 71,337 shares awarded to Ms. Fields pursuant to the 2015 LTSV programtheir 2021 PSU awards, based on payout at 60% and 28,844198.5% of their respective target awards; (b) 20,576 shares, 8,1646,070 shares, 7,228 shares, 8, 6745,144 shares and 8,6744,321 shares that vested for Messrs. Harshman, DeCourcy, Kramer, SimsWetherbee, Newman, Davis and Harris, respectively, and 5,658 shares that vested for Ms. Fields, on the third anniversary of the grant date for the RSUs granted to each of them in 2020, (c) 39,932 shares, 15,274 shares, 13,477 shares and 12,479 shares that vested for Messrs. Wetherbee, Newman, Davis and Harris, respectively, and 15,474 shares that vested for Ms. Fields, on the second anniversary of the grant date for the RSUs granted to each of them in 2021 and (d) 31,869 shares, 10,517 shares, 7,967 shares and 7,489 shares that vested for Messrs. Wetherbee, Newman, Davis and Harris, respectively, and 13,146 shares that vested for Ms. Fields, on the first anniversary of the grant date for the RSUs granted to each of them in 2016.2023. |
| (2) | Amounts were calculated using $26.74using: (a) $42.44 per share, which was the average of the high and low trading prices of the Company’s common stock on the NYSE on January 4, 2024, with respect to the 2021 PSUs; (b) $39.51 per share, which was the average of the high and low trading prices of the Company’s common stock on the NYSE on February 20, 2018,24, 2023, with respect to the 2015 LTSV shares and $19.652020 RSU shares; (c) $31.03 per share, which was the average of the high and low trading prices of the Company’s common stock on the NYSE on February 23, 2017,January 4, 2023, with respect to the 20162021 RSU shares and the 2022 RSU shares. |
Pension Benefits for 2017The Company does not issue stock option awards and has not issued stock options to its employees since 2003.
PENSION BENEFITS FOR 2023 | | | | | | | | | | | | | | | | Name | | Plan Name | | Years of
Credited
Service
(#)(2) | | | Present
Value of
Accumulated
Benefit
($) | | | Payments
During Last
Fiscal Year
($) | | Harshman | | ATI Pension Plan | | | 28 | | | | 2,271,727 | | | | — | | | | ATI Benefit Restoration Plan | | | 20 | | | | 9,085,066 | | | | — | | | | | Supplemental Pension Plan | | | 10 | | | | 4,016,502 | | | | — | | DeCourcy | | ATI Pension Plan | | | 8 | | | | 311,395 | | | | — | | | | | ATINon-Qualified Benefit Restoration Plan | | | 8 | | | | 279,728 | | | | — | | Kramer(1) | | N/A | | | — | | | | — | | | | — | | Sims | | ATI Pension Plan | | | 17 | | | | 681,684 | | | | — | | | | | ATINon-Qualified Benefit Restoration Plan | | | 17 | | | | 1,625,371 | | | | — | | Wetherbee | | ATI Pension Plan | | | 3 | | | | 106,745 | | | | — | | | | | ATINon-Qualified Benefit Restoration Plan | | | 3 | | | | 141,853 | | | | — | |
| | | | | | | | | | | | | | | | Name(1) | | Plan Name | | Years of
Credited
Service
(#)(2) | | | Present
Value of
Accumulated
Benefit
($) | | | Payments
During Last
Fiscal Year
($) | | | Wetherbee | | ATI Pension Plan 2 | | | 3 | | | | — | | | | 119,888 | | | | | | | | | | ATI Non-Qualified Benefit Restoration Plan | | | 3 | | | | 153,163 | | | | — | | | | | | | | Fields | | N/A | | | — | | | | — | | | | — | | | | | | | | Newman | | N/A | | | — | | | | — | | | | — | | | | | | | | Davis | | N/A | | | — | | | | — | | | | — | | | | | | | | Harris | | N/A | | | — | | | | — | | | | — | |
| (1) | Mr. Kramer doesMessrs. Davis, Newman and Harris and Ms. Fields do not participate in any defined benefit plans. |
| (2) | Years of credited service reflect the number of years of service used for determining benefits for each individualMr. Wetherbee during theirhis participation under the respective plans. |
| (3) | ATI Pension Plan 2, in which Mr. Wetherbee participated, was terminated effective December 31, 2022. In connection with the termination, Mr. Wetherbee elected to receive a lump sum benefit that was paid to him in 2023. See “Pension Benefits” for 2023 on page 69 of this Proxy Statement for more information. |
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| | | | | | | | | | | | | | 70 | | | | COMPENSATION DISCUSSION AND ANALYSIS | PENSION BENEFITS FOR 2017
ATI 2024 Proxy Statement | | Compensation Discussion and Analysis Non-Qualified Deferred Compensation for 2023 |
| | | | Plan | | Benefit Formulas and Retirement Information | | | ATI Pension Plan Qualified defined benefit plan The Allegheny Technologies Incorporated Pension Plan (“ATI Pension Plan”) is the result of the mergers of several plans previously sponsored by: •◆ Allegheny Ludlum
Corporation (“Allegheny Ludlum”), and
•◆ Teledyne Inc. (“TDY”)
Effective December 31, 2014, the Company froze future benefit accruals under the ATI Pension Plan for all participating employees other than those with contractualcollectively-bargained employment arrangements. | | The ATI Pension Plan has a number of benefit formulas that apply separately to various groups of employees and retirees, generally, by work location and job classification. A principal determinant of which formula applied prior to December 31, 2014 (the date at which the Company froze all remaining future benefit accruals) is whether the employee was employed by TDY as in the case of Messrs. Harshman and Sims, at the time the respective companies became members of the controlled group that includes the Company. Mr. DeCourcy’ s pension benefit formula includes periods of service with both Allegheny Ludlum and TDY. Allegheny Ludlum ceased pension accruals under its pension formula in 1988, except for employees who then met certain age and service criteria.criteria, which subsequently were frozen on December 31, 2014. Each formula for Allegheny Ludlum and TDY multiplies years of service by compensation and then by a factor to produce a benefit amount payable as a straight life annuity. That benefit amount is reduced with respect to Social Security amounts payable to determine the annuity amount payable. Participants can choose alternate benefit forms, including survivor benefits. The Allegheny Ludlum and TDY definitions of service and compensation differ somewhat, as do the factors used in the respective formulas. However, the differences in the resulting benefits between the two formulas are small for the NEOs | | | ATI Pension Plan 2 Qualified defined benefit plan The ATI Pension Plan 2 was a qualified defined benefit plan to which they apply. Upon becoming a corporate employeecertain former participants in 1998, Mr. Harshman ceased receiving credit for service under the TDY formula after having been credited with approximatelytwenty-one years of service under that formula.
Normal retirement age under the ATI Pension Plan is age 65. Participants can retirewere transferred.
| | As part of the Company’s ongoing pension liability management efforts, certain employees who participated in the ATI Pension Plan but were no longer accruing benefits thereunder were transferred, most recently as of December 31, 2021, to a new qualified defined benefit plan, the ATI Pension Plan 2, with immediate commencement of an undiscounted accruedterms and conditions substantially the same as the ATI Pension Plan. Consequently, Mr. Wetherbee’s pension benefit atwas included in the normal retirement age or after thirty years of service regardless of age for Allegheny Ludlum and TDY participants.Participants can retire prior to attaining age 65 or thirty yearsATI Pension Plan 2. His pension benefit formula includes a period of service with benefit payments discounted for early payment at age 62TDY. The ATI Pension Plan 2 was terminated effective December 31, 2022 and its assets liquidated during 2023, in connection with at least ten years of service or, withwhich, Mr. Wetherbee elected to receive a greater discount, at age 55 with at least ten years of service.
lump sum benefit. | | | ATI Benefit Restoration Plan Non-Qualified benefit plan Effective December 31, 2014, the Company froze future benefit accruals under the defined benefit portion of the ATI Benefit Restoration Plan, underin which Messrs. Harshman, DeCourcy, and SimsMr. Wetherbee participated. | | Under thenon-qualified ATI Benefit Restoration Plan, the Company accrues benefits for the NEOs that restoresrestore to eligible NEOs the amounts that cannot be paid to them under the terms of the Company’s defined contribution plans or the defined benefit plan (the ATI Pension Plan), in either case due to the limitations set forth in the Code. All NEOs are eligible to participate in the ATI Benefit Restoration Plan to the extent of benefits that cannot be accrued under the defined contribution plan in which the respective NEO participates. Distributions under the ATI Benefit Restoration Plan are available only at the times and in the same forms as under the ATI Pension Plan, subject to payment delays to comply with Section 409A of the Code. | Supplemental Pension Plan
Effective December 31, 2014, the Company froze future benefit accruals under the Supplemental Pension Plan
| | The Supplemental Pension Plan had provided certain key employees of ATI and its subsidiaries, including Mr. Harshman (or their beneficiaries in the event of death), with monthly payments in the event of retirement, disability or death, equal to 50% of monthly base salary as of the date of retirement, disability or death. Monthly retirement benefits start following the end of the two month period (subject to delay to comply with Section 409A of the Code) after the later of (i) age 62, if actual retirement occurs prior to age 62 but after age 58 with the approval of the Board of Directors, or (ii) the date actual retirement occurs, and generally continue for a118-month period. The plan describes the events that will terminate an employee’s participation in the plan.
|
62\ATI2018 Proxy Statement
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | NON-QUALIFIED DEFERRED COMPENSATION FOR 2017
| | |
Non-Qualified Deferred Compensation for 2017NON-QUALIFIED DEFERRED COMPENSATION FOR 2023
| | | | | | | | | | | | | | | | | Name | | Registrant
Contributions
In Last FY
($)(1) | | | Aggregate
Earnings
In Last FY
($)(2) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last FYE
($) | | Harshman | | | 76,188 | | | | 44,701 | | | | — | | | | 2,204,165 | | DeCourcy | | | 28,331 | | | | 3,526 | | | | — | | | | 173,841 | | Kramer | | | 16,299 | | | | 1,662 | | | | — | | | | 81,955 | | Sims | | | 43,218 | | | | 3,491 | | | | — | | | | 172,130 | | Wetherbee | | | 22,950 | | | | 1,706 | | | | — | | | | 84,112 | |
| | | | | | | | | | | | | | | | | | Name | | Registrant
Contributions
In Last FY
($)(1) | | | Aggregate
Earnings
In Last FY
($)(2) | | | Aggregate
Withdrawals/
Distributions
($) | | | Aggregate
Balance
at Last FYE
($) | | | | | | | | Wetherbee | | | 231,821 | | | | 20,864 | | | | — | | | | 933,416 | | | | | | | | Fields | | | 134,323 | | | | 6,591 | | | | — | | | | 316,366 | | | | | | | | Newman | | | 98,356 | | | | 4,416 | | | | — | | | | 216,902 | | | | | | | | Davis | | | 69,354 | | | | 15,418 | | | | — | | | | 667,952 | | | | | | | | Harris | | | 64,222 | | | | 3,211 | | | | — | | | | 157,675 | |
| (1) | Reflects contributions made pursuant to thenon-qualified defined contribution portion of the ATINon-Qualified Benefit Restoration Plan. Under the terms of the plan, the participants do not contribute; only the Company contributes to the plan on the participants’ behalf. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 2017.2023. |
| (2) | Aggregate earnings for the ATI Non-QualifiedBenefit Restoration Plan are calculated using the fiscalyear-end balance,on a daily basis, including current year contributions, multiplied by the interest rate on the Fixed Income Fund investment option in the Company’s qualified defined contribution plan. For 2017, this rate was 2.07%. |
CEO Pay Ratio
For 2017, our last completed fiscal year, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (identified in accordance with Item 402(u) of RegulationS-K and the SEC’s related guidance, as described in greater detail below) was 84:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K.
To identify our median employee and to calculate the annual total compensation of our median employee and that of our CEO, we used the following methodology, assumptions and estimates:
| • | | | | | | | | | | | | | Compensation Discussion and Analysis Employment and Change in Control Agreements | | Selection of Determination Date. As permitted under SEC rules, we selected October 1, 2017, as the date on which we would identify the median employee from our adjusted employee population. |
•ATI 2024 Proxy Statement | | Determination of Adjusted Employee Population. As of October 1, 2017, we had a total of 8,459 U.S. andnon-U.S. employees. In establishing the population from which to identify our median employee, we excluded employees located in a number of foreign jurisdictions under the 5%de minimis exception provided under Item 402(u), including 47 employees in Germany, 15 in France, seven in Japan, six in Korea, five in India, three in Singapore, three in Taiwan, two in Dubai, and one each in Israel, Italy, Norway and Spain. Our remaining employee population as of October 1, 2017 consisted of approximately 7,753employees of working either full time or part time in the United States, Poland or China at our parent company and consolidated subsidiaries,including our majority-owned joint venture, STAL. |
• | | Identification of Median Employee. We compared the cash compensation, including wages, overtime, salary and bonuses, paid during our fiscal year 2017 for each employee who was included in our adjusted employee population as the consistently applied compensation measure used to identify the median employee among those included in the adjusted employee population. As part of this analysis, we converted the compensation paid tonon-U.S. employees from local currency to U.S. dollars using exchange rates in effect on December 31, 2017 and annualized the compensation of each full-time or part-time employee who was hired in 2017 and included the adjusted employee population. |
• | | Calculation of Annual Total Compensation. In accordance with the SEC rules, we then determined the median employee’s 2017 annual total compensation to be$86,332, which is amount that would have been reported for our median employee in the “Total” column (column (j)) of our 2017 Summary Compensation Table included on page [59] of this Proxy Statement if he had been a Named Executive Officer for fiscal 2017. In accordance with the SEC rules, we determined the CEO’s 2017 annual total compensation to be $7,265,581, which is the amount reported for our CEO in the “Total” column (column (j)) of our 2017 Summary Compensation Table included on page 57 of this Proxy Statement. |
We believe the methodology, assumptions and estimates described above to be reasonable given our employee population. The SEC rules grant companies significantly flexibility in determining the methodology, assumptions and estimates used to comply with the requirements of this disclosure. As acknowledged by the SEC, this flexibility could reduce the comparability of disclosed pay ratios across companies. Therefore, our pay ratio may not necessarily be representative of or comparable to pay ratios disclosed by other companies in the industry or otherwise.
ATI2018 Proxy Statement/63
| | | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS71
| | |
Employment and Change in Control AgreementsEMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
Employment Agreements ATI does not have any employment agreements with its named executive officers.NEOs. Change in Control Agreements The Company has agreements with each continuing NEO and certain other key employees to assure that it will have the continued support of the executive and the availability of the executive’s advice and counsel notwithstanding the possibility, threat or occurrence of a change in control. All members of the management Executive Council and corporate officerscertain other key members of the Company’s leadership have change in control agreements, that do notnone of which include anany excise taxgross-up provision. | | | | | | | | | Under the agreements, a“change “change in control” is defined as: | | | | | • the Company’s actual knowledge that (x)◆ an acquisition by any individual, entity or entity has acquiredgroup (a “Person”) of beneficial ownership of 20% or more of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of Company stock or (y) persons have agreed to act together for the purpose of acquiring 20% or morethen outstanding voting securities of the voting powerCompany entitled to vote generally in the election of Company stock,directors;
•◆ the completion of a tender offer pursuant to which 20% or more of the voting power of Company stock has been acquired, subject to limited exceptions;
| | •◆ a change in the composition of the Board such that the individuals who constitute the Board cease for any reason to constitute at least a majority of the Board, subject to limited exceptions for directors who are appointed or nominated by the incumbent Board;
◆ the occurrence of a successful solicitation electing or removing 50% of the members of the Board or the Board consisting less than 51% of continuing directors, ordirectors; •◆ the occurrence of a merger, consolidation, sale or similar transaction.business combination transaction, unless:
– the existing beneficial owners of the Company’s outstanding stock immediately prior to the transaction continue to hold more than 50% of the equity and voting power of the resulting entity, – no person beneficially owns 20% or more of the outstanding equity of the resulting entity, except to the extent that such ownership existed prior to the transaction, and – at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or – approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. | | |
In general, the agreements provide for the payment of severance benefits if a change in control occurs and, within 24 months after the change in control, either: the Company terminates the executive’s employment with the Company without “cause,” which is defined to mean a felony conviction, breach of fiduciary duty involving personal profit, or intentional failure to perform stated duties after 30 days’ notice to cure; or
| ◆ | | the Company terminates the executive’s employment without “cause,” which is defined to mean a felony conviction or plea of guilty to a charge of commission of a felony, breach of fiduciary duty owed to the Company involving personal profit, willful engaging by the executive in gross misconduct that is materially and demonstrably injurious to the Company, or intentional continued failure to perform stated duties after 30 days’ notice to cure; or |
| | | | | | | | | the executive terminates employment with the Company for“good “good reason,” which is defined to mean: | | | | | •◆ a material diminution of duties, responsibilities or status or the assignment of duties inconsistent with position,position;
•◆ relocation more than 35 miles from principal job location,location;
•◆ reduction in annual salary or material reduction in other compensation or benefits,benefits;
| | •◆ failure by the Company to cause a successor corporation to adoptassume and agree to perform the Company’s obligations under the agreement,agreement;
◆ material diminution in the budget over which the Executive retains authority; or •◆ purported termination other than as expressly permitted in the agreement.
| | |
An executive officer entitled to severance benefits under a change in control agreement will be paid a lump sum cash payment generally within thirty days of the date of termination (except to the extent of compensation that is deemed to be “deferred compensation” under Section 409A of the Internal Revenue Code) equal to the sum of: | ◆ | | base severance consisting of base salary (based on the highest annual rate of base salary of the executive as in effect within two years prior to either his or her termination or the effective date of the change in control) plus annual cash incentive (at the greater of target for the year in which the change in control occurs or the actual amount paid for the year prior to the year in which the change in control occurs) times a multiple (which is 2.99x for Mr. Wetherbee and 2x for Ms. Fields and Messrs. Newman, Davis and Harris); |
aggregate amounts accrued through the date of termination (including but not limited to accrued but unpaid salary or cash incentive compensation and amounts accrued under any qualified,non-qualified or supplemental employee benefit plan);
base salary plus annual cash incentive at the greater of target or the actual level of performance achieved through the date of termination projected through the end of the year times a multiple (which is 3x for Mr. Harshman and 2x for Messrs. DeCourcy, Kramer, Sims and Wetherbee);
64\ATI2018 Proxy Statement
| | | | | | | | | | | | | | 72 | | | | COMPENSATION DISCUSSION AND ANALYSIS | EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
ATI 2024 Proxy Statement | | Compensation Discussion and Analysis Employment and Change in Control Agreements |
| ◆ | | aggregate amounts accrued through the date of termination (including but not limited to accrued but unpaid salary or cash incentive compensation and amounts accrued under any qualified, non-qualified or supplemental employee benefit plan); and |
prorated annual incentive for the then uncompleted year measured at the greater of target or the level of performance achieved through the date of termination projected through the end of the year; and
the value of all long-term incentive awards for then uncompleted measurement periods determined at the greater of target or actual performance levels achieved to the date of termination projected through the remainder of the measurement period.
| ◆ | | prorated annual incentive for the then uncompleted year measured at the greater of target or the level of performance achieved through the date of termination projected through the end of the year. |
He or she will also be provided: the continuation of perquisites and welfare benefits for a period (36 months);
| ◆ | | an additional lump sum payment equal to the incremental cost to the executive to maintain continued health and welfare coverage for the executive and, if applicable, his or her eligible dependents, under the Company’s group health plan(s) for a period of 36 months; |
reimbursement for outplacement services up to $25,000 for Mr. Harshman and $15,000 for Messrs. DeCourcy, Kramer, Sims and Wetherbee; and
| ◆ | | reimbursement for outplacement services up to $25,000 for Mr. Wetherbee and $15,000 for Ms. Fields and for Messrs. Newman, Davis and Harris; and |
the number of years corresponding to the applicable multiples above of credited service and full vesting under the Company’s supplemental pension plans in which the executive participates.
| ◆ | | for Mr. Wetherbee, credited service and full vesting under certain legacy supplemental pension plans in which he participates (and which were closed to new participants prior to the time that Ms. Fields and Messrs. Newman, Davis and Harris joined the Company). |
The agreements have a term of three years, which three-year term will continue to be extended until either party gives written notice that it no longer wants to continue to extend the term. If a change in control occurs during the term, the agreements will remain in effect for the longer of three years or until all obligations of the Company under the agreements have been fulfilled. The PersonnelCompensation and CompensationLeadership Development Committee has reviewed the change in control valuation, as well as the purposes and effects of the agreements, and determined that it is in the Company’s best interests to retain the change in control agreements on their terms and conditions. Potential Payments upon Termination
| | | | | | | | | | | | | | Compensation Discussion and Analysis Potential Payments Upon Termination | | ATI 2024 Proxy Statement | | | | 73 |
POTENTIAL PAYMENTS UPON TERMINATION The tables below reflect estimates of the amount of compensation in addition to the amounts shown in the compensation tables payable to each NEO in the event of termination of such executive’s employment by reason of retirement, death or disability, or within 24 months following a change in control to the extent such termination is without cause or the result of the executive’s resignation for good reason. The amounts shown assume that such termination was effective as of December 29, 2017.31, 2023. The closing price of Company Common Stock on the NYSE on that date was $24.14.$45.47. The amounts shown are estimates of the amounts that would be paid out to the executives upon their termination under the circumstances specified. For purposes of the tables, calculations are based on the greater of the target award or the value earned for actual performance against the preset performance goals thorough the assumed date of termination. The actual amounts payable can only be determined at the time of such executive’s separation from the Company. Payments Made Upon Termination Regardless of the manner in which a NEO’s employment terminates, he or she may be entitled to receive amounts earned during his or her term of employment. Such amounts include: non-equity incentive compensation earned during the fiscal year;
| ◆ | | non-equity incentive compensation earned during the fiscal year; |
amounts contributed under the savings portion of the defined contribution plan and the Benefit Restoration Plan;
| ◆ | | amounts contributed under the savings portion of the defined contribution plan and the Benefit Restoration Plan; |
unused vacation pay; and
| ◆ | | unused vacation pay; and |
amounts accrued and vested through the ATI Pension Plan and Supplemental Pension Plan.
| ◆ | | amounts accrued and vested through the ATI Pension Plan. |
Payments Made Upon Retirement In the event of the retirement of a NEO, in addition to the items identified above, such officerhe or she will be entitled (subject to the Company’s consent for certain amounts) to: to receive a prorated share of his or her outstanding equity awards when the shares subject to such awards would otherwise have become payable as a result of the passage of time or the achievement of the applicable performance criteria; and criteria. ATI2018 Proxy Statement/65
| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
| | |
receive payments under the Supplemental Pension Plan, beginning two months after retirement, subject in each case to Section 409A of the Code.
Consent of the Company is required for payments of awards under the long-term compensation plans upon retirement as described. Payments Made Upon Death or Disability In the event of the death or disability of a NEO, in addition to the benefits listed under the headings “Payments Made Upon Termination” and “Payments Made Upon Retirement” above, the NEO will be entitled to receive his or her outstanding equity awards and may receive benefits under the Company’s disability plan or payments under the Company’s life insurance plan, as appropriate, each as generally available to all salaried employees.
| | | | | | | | | | | | | | 74 | | | | ATI 2024 Proxy Statement | | Compensation Discussion and Analysis Potential Payments Upon Termination |
Payments Made Upon a Change in Control The Company is a party to a change in control severance agreement with each NEO that provides the NEO with payments in the event his or her employment is terminated by the Company for reasons other than cause or by the NEO for good reason (defined to include changes such as diminishment of pay, benefits, title or job responsibilities or transfer from the home office) within 24 months after a change in control. See the information under the caption “Employment and Change in Control Agreements” for definitions. The tables below illustrate the amount of payments due in various circumstances. As noted, the column “Involuntary Not for Cause Termination or Good Reason Termination by Executive (w/in 24 Months of a Change in Control)” assumes that there was a change in control at the December 29, 201731, 2023 closing price of $24.14$45.47 per share and all of the NEOs had a triggering event on December 29, 201731, 2023 and all cash amounts due, all deferred compensation enhancements, and all potential benefit payments were to be paid in a single lump sum. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |  | | | | Richard J. Harshman($ in thousands): | | | | | | | | | | | Executive Benefit and Payments Upon Separation | | Retirement | | | Involuntary Not for Cause Termination or Good Reason Termination by Executive (w/in 24 months of Change in Control) | | | Disability | | | Death | | | | | | Base Severance: | | | 0 | | | | 3,180 | | | | 0 | | | | 0 | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | APP | | | 0 | | | | 6,095 | | | | 0 | | | | 0 | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | LTIP(1) | | | 1,883 | | | | 11,570 | | | | 1,883 | | | | 1,883 | | | | | | PRSP | | | 778 | | | | 1,711 | | | | 778 | | | | 778 | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 302 | | | | 0 | | | | 0 | | | | | | Non-qualified defined benefit plan(2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | Health & Welfare Benefits | | | 0 | | | | 52 | | | | 0 | | | | 0 | | | | | | Outplacement | | | 0 | | | | 25 | | | | 0 | | | | 0 | | | | | | Supplemental Pension Plan(2): | | | 0 | | | | 5,000 | | | | 0 | | | | 0 | | | | | | Total | | | 2,616 | | | | 27,935 | | | | 2,616 | | | | 2,616 | | | |
| | (1) Amounts shown for termination as a result of retirement, disability or death do not include the pro-rata portion of PSU awards that may become payable at a future date based on the Company’s actual performance relative to applicable targets. (2) The Company froze future benefit accruals under thenon-qualified defined benefit pension plan and the Supplemental Pension Plan effective December 31, 2014. In the event that Mr. Harshman retires, dies or becomes disabled, he (or his beneficiary) is entitled to receive amounts accrued and vested under the ATI Pension Plan and Supplemental Pension Plan, payable in the ordinary course, as described above and under the heading “Pension Benefits for 2017.” As also described above, such amounts are payable on an accelerated, lump sum basis if he is terminated without cause or resigns for good reason within 24 months following a change in control. The amounts presented above in the change in control column with respect to each such benefit plan represent the additional present value of such lump sum payment of pension benefits. | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Robert S. Wetherbee ($ in thousands): | | | | | | | Executive Benefit and Payments
Upon Separation | | Retirement | | | Involuntary Not for Cause
Termination or Good Reason
Termination by Executive
(w/ in 24 months of Change
in Control) | | | Disability | | | Death | | | | | | | | | | | | | Base Severance(1): | | | 0 | | | | 9,657 | | | | 0 | | | | 0 | | | | | | | | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accrued 2023 APP | | | 0 | | | | 1,633 | | | | 0 | | | | 0 | | | | | | | | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP(2) | | | 2,941 | | | | 17,388 | | | | 6,560 | | | | 6,560 | | | | | | | | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 232 | | | | 0 | | | | 0 | | | | | | | | | | | | | Non-qualified defined benefit plan | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | | | | Health & Welfare Benefits | | | 0 | | | | 60 | | | | 0 | | | | 0 | | | | | | | | | | | | | Outplacement | | | 0 | | | | 25 | | | | 0 | | | | 0 | | | | | | | | | | | | | Total | | | 2,941 | | | | 28,995 | | | | 6,560 | | | | 6,560 | | | | | | | | | (1) Includes the sum of Mr. Wetherbee’s base salary rate at December 31, 2023 of $975,000 and $2,254,687 (his actual award under the 2022 APP), times his 2.99x multiple. (1) Amounts shown for termination as a result of retirement, disability or death exclude the results of the 2021 – 2023 PSUs that vested at a rate of 198.5% of target on December 31, 2022 and the pro-rata portion of remaining PSU awards, including BPUs, that may become payable at a future date based on the Company’s actual performance relative to applicable targets. | | | |
66\ATI2018 Proxy Statement
| | | | | | | | | | | | | | Compensation Discussion and Analysis Potential Payments Upon Termination | | COMPENSATION DISCUSSION AND ANALYSIS | EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Patrick J. DeCourcy($ in thousands): | | | | | | | | | | Executive Benefit and Payments
Upon Separation
| | Retirement
| | | Involuntary Not
for Cause
Termination or Good
Reason Termination
by Executive
(w/in 24 months of
Change in Control)
| | | Disability
| | | Death
| | | | | | Base Severance:
| | | 0 | | | | 960 | | | | 0 | | | | 0 | | | | | | Short-Term Incentive Compensation:
ATI 2024 Proxy Statement | | | | 75 |
| | | | | | | | | | | | | | | | | | | | | | | Kimberly A. Fields ($ in thousands): | | | | | | | Executive Benefit and Payments
Upon Separation | | Retirement | | | Involuntary Not for Cause
Termination or Good Reason
Termination by Executive
(w/ in 24 months of Change
in Control) | | | Disability | | | Death | | | | | | | | | | | | | Base Severance(1): | | | 0 | | | | 4,065 | | | | 0 | | | | 0 | | | | | | | | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accrued 2023 APP | | | 0 | | | | 957 | | | | 0 | | | | 0 | | | | | | | | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP(2) | | | 1,233 | | | | 7,319 | | | | 2,718 | | | | 2,718 | | | | | | | | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 134 | | | | 0 | | | | 0 | | | | | | | | | | | | | Non-qualified defined benefit plan | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | | | | Health & Welfare Benefits | | | 0 | | | | 58 | | | | 0 | | | | 0 | | | | | | | | | | | | | Outplacement | | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | | | | | | | | Total | | | 1,233 | | | | 12,548 | | | | 2,718 | | | | 2,718 | | | | | | | | | (1) Includes the sum of Ms. Fields’ base salary rate at December 31, 2023 of $750,000 and $1,282,500 (her actual award under the 2022 APP), times her 2x multiple. (2) Amounts shown for termination as a result of retirement, disability or death exclude the results of the 2021 – 2023 PSUs that vested at a rate of 198.5% of target on December 31, 2023 and the pro-rata portion of PSU awards, Including BPUs, that may become payable at a future date based on the Company’s actual performance relative to applicable targets. | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Donald P. Newman ($ in thousands): | | | | | | | Executive Benefit and Payments
Upon Separation | | Retirement | | | Involuntary Not for Cause
Termination or Good Reason
Termination by Executive
(w/ in 24 months of Change
in Control) | | | Disability | | | Death | | | | | | | | | | | | | Base Severance(1): | | | 0 | | | | 3,121 | | | | 0 | | | | 0 | | | | | | | | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accrued 2023 APP | | | 0 | | | | 671 | | | | 0 | | | | 0 | | | | | | | | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP(2) | | | 1,021 | | | | 5,935 | | | | 2,290 | | | | 2,290 | | | | | | | | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 98 | | | | 0 | | | | 0 | | | | | | | | | | | | | Non-qualified defined benefit plan | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | | | | Health & Welfare Benefits | | | 0 | | | | 56 | | | | 0 | | | | 0 | | | | | | | | | | | | | Outplacement | | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | | | | | | | | Total | | | 1,021 | | | | 9,896 | | | | 2,290 | | | | 2,290 | | | | | | | | | (1) Includes the sum of Mr. Newman’s base salary rate at December 31, 2023 of $630,000 and $930,603 (his actual award under the 2022 APP), times his 2x multiple. (2) Amounts shown for termination as a result of retirement, disability or death exclude the results of the 2021 – 2023 PSUs that vested at a rate of 198.5% on December 31, 2023 and the pro-rata portion of PSU awards, Including BPUs, that may become payable at a future date based on the Company’s actual performance relative to applicable targets. | | | |
| | | | | | | | | | | | | | 76 | | | | ATI 2024 Proxy Statement | | Compensation Discussion and Analysis Potential Payments Upon Termination |
| | | | | | | | | | | | | | | | | | | | | | | | Elliot S. Davis ($ in thousands): | | | | | | | Executive Benefit and Payments
Upon Separation | | Retirement | | | Involuntary Not for Cause
Termination or Good Reason
Termination by Executive
(w/ in 24 months of Change
in Control) | | | Disability | | | Death | | | | | | | | | | | | | Base Severance(1): | | | 0 | | | | 2,395 | | | | 0 | | | | 0 | | | | | | | | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accrued 2022 APP | | | 0 | | | | 468 | | | | 0 | | | | 0 | | | | | | | | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP(2) | | | 797 | | | | 4,552 | | | | 1,813 | | | | 1,813 | | | | | | | | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 69 | | | | 0 | | | | 0 | | | | | | | | | | | | | Non-qualified defined benefit plan | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | | | | Health & Welfare Benefits | | | 0 | | | | 54 | | | | 0 | | | | 0 | | | | | | | | | | | | | Outplacement | | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | | | | | | | | Total | | | 797 | | | | 7,553 | | | | 1,813 | | | | 1,813 | | | | | | | | | (1) Includes the sum of Mr. Davis’s base salary rate at December 31, 2023 of $515,000 and $682,500 (his actual award under the 2022 APP), times his 2x multiple. (2) Amounts shown for termination as a result of retirement, disability or death exclude the results of the 2020 – 2022 PSUs that vested at a rate of 31.1% of target on December 31, 2022 and the pro-rata portion of remaining PSU awards, Including BPUs, that may become payable at a future date based on the Company’s actual performance relative to applicable targets. | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Timothy J. Harris ($ in thousands): | | | | | | | Executive Benefit and Payments
Upon Separation | | Retirement | | | Involuntary Not for Cause
Termination or Good Reason
Termination by Executive
(w/ in 24 months of Change
in Control) | | | Disability | | | Death | | | | | | | | | | | | | Base Severance(1): | | | 0 | | | | 2,268 | | | | 0 | | | | 0 | | | | | | | | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accrued 2023 APP | | | 0 | | | | 460 | | | | 0 | | | | 0 | | | | | | | | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | LTIP(2) | | | 755 | | | | 4,319 | | | | 1,709 | | | | 1,709 | | | | | | | | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 64 | | | | 0 | | | | 0 | | | | | | | | | | | | | Non-qualified defined benefit plan | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | | | | Health & Welfare Benefits | | | 0 | | | | 54 | | | | 0 | | | | 0 | | | | | | | | | | | | | Outplacement | | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | | | | | | | | Total | | | 755 | | | | 7,180 | | | | 1,709 | | | | 1,709 | | | | | | | | | (1) Includes the sum of Mr. Harris’s base salary rate at December 31, 2023 of $500,000 and $633,931 (his actual award under the 2022 APP), times his 2x multiple. (2) Amounts shown for termination as a result of retirement, disability or death exclude the results of the 2021 – 2023 PSUs that vested at a rate of 198.5% of target on December 31, 2023 and the pro-rata portion of remaining PSU awards, Including BPUs, that may become payable at a future date based on the Company’s actual performance relative to applicable targets. | | | |
| | | | | | | | | | | | | | CEO Pay Ratio | | ATI 2024 Proxy Statement | | | | 77 |
CEO PAY RATIO | For 2023, our last completed fiscal year, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 84:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions and estimates described below to be reasonable given our employee population. The SEC rules grant companies significant flexibility in determining the methodology, assumptions and estimates used to comply with the requirements of this disclosure. As acknowledged by the SEC, this flexibility could reduce the comparability of disclosed pay ratios across companies. Therefore, our pay ratio may not necessarily be representative of or comparable to pay ratios disclosed by other companies in the industry or otherwise. To identify our median employee and to calculate the annual total compensation of our median employee and that of our CEO, we used the following methodology, assumptions and estimates: |
| | | | | | | | | | | | | | | | | | | Selection of Determination
Date | | As permitted under applicable SEC rules, we selected October 1, 2022, as the date on which we would identify the median employee from our adjusted employee population for 2022, and we have elected to use the same median employee for 2023 because we do not believe that there were changes to our employee population or compensation arrangements during 2023 that would significantly change the pay ratio. | | | Determination
of Adjusted
Employee
Population | | As of October 1, 2022, we had a total of 6,593 U.S. and non-U.S. employees. To establish the population for identifying our median employee, we excluded 304 employees who were on either leave or suspended status, as well as 158 employees located in a number of foreign jurisdictions under the 5% de minimis exception as shown in the table below. Our remaining employee population as of October 1, 2022 consisted of approximately 6,131 employees working either full time or part time in the United States, Poland or China at our parent company and consolidated subsidiaries, including our majority-owned joint venture, STAL. | | | Jurisdictions Excluded from Employee Population (number of employees estimated as of October 1, 2022) | | | | | | | Headcount at October 1, 2022 By Region | | | | | | | | | | | United Kingdom | | | 42 | | | Singapore | | | 3 | | | | | | |  | | | Germany | | | 66 | | | Taiwan | | | 3 | | | | | | France | | | 18 | | | Israel | | | 1 | | | | | | Japan | | | 10 | | | Italy | | | 1 | | | | | | Korea | | | 6 | | | Spain | | | 2 | | | | | | India | | | 6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Identification
of Median
Employee | | We compared the cash compensation, including wages, overtime, salary and bonuses, paid during our fiscal year 2022 for each employee who was included in our adjusted employee population as the consistently applied compensation measure used to identify the median employee among those included in the adjusted employee population. ◆ As part of this analysis, we converted the compensation paid to non-U.S. employees from local currency to U.S. dollars using exchange rates in effect on December 31, 2022; and ◆ annualized the compensation of each full-time or part-time employee who was hired in 2022 and included in the adjusted employee population. | | | Calculation of
Annual Total Compensation | | ◆ We determined the median employee’s 2023 annual total compensation to be $91,795, which is the amount that would have been reported for our median employee in the “Total” column of our 2023 Summary Compensation Table if he had been a Named Executive Officer for fiscal 2023. ◆ We determined the CEO’s 2023 annual total compensation to be $7,670,544, which is the amount reported for Mr. Wetherbee, who served as our CEO throughout 2023, in the “Total” column* of our 2023 Summary Compensation Table. *See Summary Compensation Table “Total” column (j) on page 65 of this proxy statement. |
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of RegulationS-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning ATI’s variablephilosophy and how ATI aligns executive compensation with its performance, see “Executive Compensation — Compensation Discussion and Analysis.” Our Compensation and Leadership Development Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table total for CEO ($) (1) | | | Compensation actually paid to CEO ($) (2) | | | Average Summary Compensation Table total for non-CEO NEOs ($) (3) | | | Average Compensation actually paid to non-CEO NEOs ($) (4) | | | Value of initial fixed $100
investment based on: | | | Net Income ($) | | | ATI Adjusted EBITDA ($) (7) | | | | Total share-
holder return ($) | | | Peer group total share-holder return ($) (5) | | | | | | | | | | | | 2023 | | | 7,670,554 | | | | 35,206,270 | | | | 2,902,853 | | | | 12,593,071 | | | | 220.09 | | | | 174.04 | | | | 410,800,000 | | | | 634,600,000 | | | | | | | | | | | | 2022 | | | 11,007,608 | | | | 32,090,373 | | | | 4,410,737 | | | | 11,733,557 | | | | 144.53 | | | | 132.42 | | | | 323,500,000 | | | | 612,800,000 | | | | | | | | | | | | 2021 | | | 7,590,345 | | | | 6,677,580 | | | | 2,792,700 | | | | 2,480,715 | | | | 77,11 | | | | 149.62 | | | | 184,600,000 | | | | 366,500,000 | | | | | | | | | | | | 2020 | | | 5,710,651 | | | | 1,229,666 | | | | 2,107,531 | | | | 692,423 | | | | 81.17 | | | | 116.49 | | | | (1,559,600,000 | ) | | | 196,300,000 | |
| (1) | Reflects total compensation for our CEO, Robert S. Wetherbee, who is our “Principal Executive Officer,” as determined in accordance with Item 402(c) ofRegulation S-K and (“Item 402(c)”) and reflected on the Company’s 2023 Summary Compensation Table as shown on page 65 of this Proxy Statement (the “Summary Compensation Table”) for 2023, 2022, 2021 and 2020 as indicated. |
| (2) | For a reconciliation of Compensation Actually Paid to Total Compensation as reflected on the Summary Compensation Table for Mr Wetherbee, see the immediately following table under the headings “Compensation Actually Paid to CEO.” |
| (3) | Reflects the average total compensation for ournon-CEO NEOs as determined in accordance with Item 402(c) and reflected in the Summary Compensation Table for 2023, 2022, 2021 and 2020 as indicated. Compensation paid to the following executive officers is included in the average amounts shown for each such year: |
| 2023: Kimberly A. Fields, Donald P. Newman, Elliot S. Davis and Timothy J. Harris |
| 2022: Ms. Fields, Messrs. Newman and Davis and Kevin B. Kramer, who ceased to serve as an executive officer of the Company in 2022 and retired in January 2024. |
| 2021: Ms. Fields and Messrs. Newman, Kramer and Davis |
| 2020: Ms. Fields and Messrs. Newman and Kramer, as well as John D. Sims, former Executive Vice President for the Company’s HPMC business who retired inmid-2021 and Patrick J. DeCourcy, former Senior Vice President, Finance and Chief Financial Officer, who retired in January 2020. |
| (4) | For a reconciliation of average Compensation Actually Paid to average Total Compensation as reflected on the Summary Compensation Table for ournon-CEO NEOs, see the table below under the heading “Compensation Actually Paid toNon-CEO NEOs.” |
| (5) | The peer group used for the purposes of this table is the S&P MidCap 400 Industrials Index. |
| (6) | The Company Selected Measure for purposes of this table is ATI Adjusted EBITDA. |
“Compensation Actually Paid,” as determined under applicable SEC rules, reflects adjusted values for unvested and vested equity awards during the years shown in the table based onyear-end stock prices, various accounting valuation assumptions, and other adjustments. As a result, Compensation Actually Paid fluctuates, potentially significantly, based on changes in our stock price and other assumed values and does not reflect the actual value realized by our CEO or any of our NEOs in connection with the vesting of those awards. The following table sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our CEO during each of the years in question: Compensation Actually Paid to CEO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table ($) | | | YE Fair Value of Equity Compensation granted in Current Year ($) (4) | | | Change in CY Fair Value of Unvested Prior Year Equity Awards ($) (5) | | | Change in CY Fair Value of Equity Awards Vesting in CY ($) (5) | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | 7,670,554 | | | | (17,259 | ) | | | (4,774,796) | | | | 8,913,063 | | | | 13,040,130 | | | | 10,374,578 | | | | 35,206,270 | | | | | | | | | | | 2022 | | | 11,007,608 | | | | — | | | | (7,555,702) | | | | 18,204,232 | | | | 8,330,568 | | | | 2,103,668 | | | | 32,090,373 | | | | | | | | | | | 2021 | | | 7,590,345 | | | | — | | | | (4,428,259) | | | | 3,040,422 | | | | (43,181) | | | | 518,253 | | | | 6,677,580 | | | | | | | | | | | 2020 | | | 5,710,651 | | | | (45,679) | | | | (4,128,163) | | | | 1,035,179 | | | | (1,234,013) | | | | (108,309) | | | | 1,229,666 | |
| (1) | As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table. |
| (2) | Amount shown for 2020 reflects the actuarial change in the present value of Mr. Wetherbee’s benefits under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in contractual employment arrangements. Also effective December 31, 2014, the Company froze the defined benefit-typenon-qualified deferred compensation plans in which salaried employees participate, including the defined benefit portion of the ATI Benefit Restoration Plan in which Mr. Wetherbee participates. In 2020, the discount rate used was 2.6% and had the effect of increasing the pension benefit to Mr. Wetherbee. |
| (3) | Aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made to Mr. Wetherbee under the Company’s LTIP in 2023, 2022, 2021 and 2020 as indicated. Grant date fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the applicable grant date. Grant date fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods. |
| (4) | Aggregateyear-end 2023, 2022, 2021 and 2020 (as applicable) fair value of the awards described in footnote (3) above.Year-end fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the last trading day of the applicable year.Year-end fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods. |
| (5) | Changes in fair value determined by comparing fair values determined in the manner described above with comparable prior year values. |
The following table sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation “actually paid” to ournon-CEO NEOs during each of the years in question: Compensation Actually Paid toNon-CEO NEOs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | | Summary Compensation Table ($) | | | YE Fair Value of Equity Compensation granted in Current Year ($) (4) | | | Change in CY Fair Value of Unvested Prior Year Equity Awards ($) (5) | | | Change in CY Fair Value of Equity Awards Vesting in CY ($) (5) | | | Prior Year-End Fair Value of Equity Awards Forfeited in CY ($) (6) | | | Compensation
Actually Paid
($) | | | | | | | | | | | | | | | | | | | | | | 2023 | | | 2,902,853 | | | | — | | | | (1,549,120 | ) | | | 2,776,371 | | | | 5,712,179 | | | | 2,750,786 | | | | — | | | | 12,593,071 | | | | | | | | | | | | 2022 | | | 4,410,737 | | | | — | | | | (2,766,323 | ) | | | 6,781,978 | | | | 2,710,245 | | | | 596,920 | | | | — | | | | 11,733,557 | | | | | | | | | | | | 2021 | | | 2,792,700 | | | | — | | | | (1,392,976 | ) | | | 1,003,087 | | | | (12,807 | ) | | | 90,710 | | | | — | | | | 2,480,715 | | | | | | | | | | | | 2020 | | | 2,107,531 | | | | (161,741 | ) | | | (1,108,151 | ) | | | 393,196 | | | | (387,167 | ) | | | (86,442 | ) | | | (64,803 | ) | | | 692,423 | |
| (1) | As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table |
| (2) | Amount shown for 2020 reflects the actuarial change in the present value of benefits for Mr. Sims, who retired in 2021, under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in contractual employment arrangements. Also effective December 31, 2014, the Company froze the defined benefit-typenon-qualified deferred compensation plans in which salaried employees participate, including the defined benefit portion of the ATI Benefit Restoration Plan in which Mr. Sims participated. In 2020, the discount rate used was 2.6% and had the effect of increasing the pension benefit to Mr. Sims. |
| (3) | Average grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made to NEOs under the Company’s LTIP in 2022, 2021 and 2020 as indicated. Grant date fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the applicable grant date. Grant date fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods. |
| (4) | Averageyear-end 2023, 2022, 2021 and 2020 (as applicable) fair value of the awards described in footnote (3) above.Year-end fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the last trading day of the applicable year.Year-end fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods. |
| (5) | Changes in fair value determined by comparing fair values determined in the manner described above with comparable prior year values. |
| (6) | Includes amounts forfeited by Mr. DeCourcy in connection with his retirement. |
Relationship Between Pay and Performance The following graphs show the relationship between “Compensation Actually Paid” to our CEO and other named executive officers in 2020, 2021, 2022 and 2023 to: | ◆ | | Our Company Selected Performance Measure |
| ◆ | | : ATI’s net income (loss) for the periods shown; and |
| ◆ | | : ATI’s TSR and that of the S&P MidCap 400 Industrials Index. |
2023 Performance Measures For 2023, the performance measures listed below were identified as the most important to ATI’s compensation-setting process for named executive officers. The importance of EBITDA and cash flow is reflected in our use of these measures when setting performance standards applicable to annual short-term incentive program, while the importance of both relative and absolute TSR are reflected in the performance criteria established for our longer-term, performance vested equity awards. | | | | | | | | Other Factors We Consider: | | | | Net Income Adjusted EBITDA Operating Cash Flow Free Cash Flow Relative Total Shareholder Return Absolute Total Shareholder Return | | As discussed in greater detail in the “Compensation Discussion and Analysis” portion of this Proxy Statement, in addition to the performance measures listed here, our Compensation and Leadership Development Committee considers a range of factors in determining compensation, including among others: compensation levels among our benchmarking peer group; shareholder feedback; the advice of our independent compensation consultants and other advisors; our effectiveness in attracting and retaining the talent necessary to pursue our strategic goals; and the Committee’s overall evaluation of the individual performance of our CEO and each NEO, both in general and relative to their individual strategic goals for the year. |
Reconciliations of Adjusted EBITDA to Net Income (Loss) Attributable to ATI (the most directly comparable GAAP measure) are provided (a) for 2023 on page 37 of our Annual Report on Form10-K for the year ended December 31, 2023, which we filed with the SEC on February 23, 2024, (b) for 2022 and 2021, on page 32 of our Annual Report on Form10-K for the year ended December 31, 2022, which we filed with the SEC on February 24, 2023 and (b) for 2020, on page 37 of our Annual Report on Form10-K for the year ended December 31, 2020, which we filed with the SEC on February 26, 2021.
| | | | | | | | | | | | | | Item 3: Ratification of the Selection of Independent Auditors Audit Committee Pre-Approval Policy | | APP | | | 0 | | | | 1,536 | | | | 0 | | | | 0 | | | | | | Long-Term Incentive Compensation:
ATI 2024 Proxy Statement | | | | | | | | | | | | | | | | | | | | | LTIP(1)
| | | 507 | | | | 3,163 | | | | 507 | | | | 507 | | | | | | PRSP
| | | 233 | | | | 392 | | | | 233 | | | | 233 | | | | | | Other Benefits:
| | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan
| | | 0 | | | | 91 | | | | 0 | | | | 0 | | | | | | Non-qualified defined benefit plan(2)
| | | 0 | | | | 277 | | | | 0 | | | | 0 | | | | | | Health & Welfare Benefits
| | | 0 | | | | 45 | | | | 0 | | | | 0 | | | | | | Outplacement
| | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | Total
| | | 740 | | | | 6,479 | | | | 740 | | | | 740 | | | | | | (1) Amounts shown for termination as a result of retirement, disability or death do not include the pro-rata portion of PSU awards that may become payable at a future date based on the Company’s actual performance relative to applicable targets.81
(2) The Company froze future benefit accruals under thenon-qualified defined benefit pension plan effective December 31, 2014. In the event that Mr. DeCourcy retires, dies or becomes disabled, he (or his beneficiary) is entitled to receive amounts accrued and vested under the ATI Pension Plan, payable in the ordinary course, as described above and under the heading “Pension Benefits for 2017.” As also described above, such amounts are payable on a lump sum basis if he is terminated without cause or resigns for good reason within 24 months following a change in control. The amounts presented above in the change in control column with respect to each such benefit plan represent the additional present value of such lump sum payment of pension benefits.
| | |  |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kevin B. Kramer($ in thousands): | | | | | | | | | | | Executive Benefit and Payments Upon Separation | | Retirement | | | Involuntary Not
for Cause
Termination or Good
Reason Termination
by Executive
(w/in 24 months of
Change in Control) | | | Disability | | | Death | | | | | | Base Severance: | | | 0 | | | | 900 | | | | 0 | | | | 0 | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | APP | | | 0 | | | | 1,440 | | | | 0 | | | | 0 | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | LTIP(1) | | | 454 | | | | 2,862 | | | | 454 | | | | 454 | | | | | | PRSP | | | 216 | | | | 303 | | | | 216 | | | | 216 | | | | | | Other Benefits | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 86 | | | | 0 | | | | 0 | | | | | | Non-qualified defined benefit plan(2) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | Health & Welfare Benefits | | | 0 | | | | 45 | | | | 0 | | | | 0 | | | | | | Outplacement | | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | Total | | | 670 | | | | 5,651 | | | | 670 | | | | 670 | | | | | | (1) Amounts shown for termination as a result of retirement, disability or death do not include the pro-rata portion of PSU awards that may become payable at a future date based on the Company’s actual performance relative to applicable targets. (2) The Company froze future benefit accruals under thenon-qualified defined benefit pension plan effective December 31, 2014. | | | |
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| | | | | | | COMPENSATION DISCUSSION AND ANALYSIS | EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
| | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John D. Sims($ in thousands): | | | | | | | | | | | Executive Benefit and Payments Upon Separation | | Retirement | | | Involuntary Not
for Cause
Termination or Good
Reason Termination
by Executive
(w/in 24 months of
Change in Control) | | | Disability | | | Death | | | | | | Base Severance: | | | 0 | | | | 1,020 | | | | 0 | | | | 0 | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | APP | | | 0 | | | | 1,632 | | | | 0 | | | | 0 | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | LTIP | | | 533 | | | | 3,360 | | | | 533 | | | | 533 | | | | | | PRSP | | | 264 | | | | 541 | | | | 264 | | | | 264 | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 97 | | | | 0 | | | | 0 | | | | | | Non-qualified defined benefit plan(2) | | | 0 | | | | 741 | | | | 0 | | | | 0 | | | | | | Health & Welfare Benefits | | | 0 | | | | 45 | | | | 0 | | | | 0 | | | | | | Outplacement | | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | Total | | | 797 | | | | 7,451 | | | | 797 | | | | 797 | | | | | | (1) Amounts shown for termination as a result of retirement, disability or death do not include the pro-rata portion of PSU awards that may become payable at a future date based on the Company’s actual performance relative to applicable targets. (2) The Company froze future benefit accruals under thenon-qualified defined benefit pension plan effective December 31, 2014. In the event that Mr. Sims retires, dies or becomes disabled, he (or his beneficiary) is entitled to receive amounts accrued and vested under the ATI Pension Plan, payable in the ordinary course, as described above and under the heading “Pension Benefits for 2017.” As also described above, such amounts are payable on a lump sum basis in the event that he is terminated without cause or resigns for good reason within 24 months following a change in control. The amounts presented above in the change in control column with respect to each such benefit plan represent the additional present value of such lump sum payment of pension benefits. | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Wetherbee($ in thousands): | | | | | | | | | | | Executive Benefit and Payments Upon Separation | | Retirement | | | Involuntary Not for Cause Termination or Good Reason Termination by Executive (w/in 24 months of Change in Control) | | | Disability | | | Death | | | | | | Base Severance: | | | 0 | | | | 1,020 | | | | 0 | | | | 0 | | | | | | Short-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | APP | | | 0 | | | | 1,632 | | | | 0 | | | | 0 | | | | | | Long-Term Incentive Compensation: | | | | | | | | | | | | | | | | | | | | | LTIP | | | 533 | | | | 3,360 | | | | 533 | | | | 533 | | | | | | PRSP | | | 173 | | | | 256 | | | | 173 | | | | 173 | | | | | | Other Benefits: | | | | | | | | | | | | | | | | | | | | | Non-qualified defined contribution plan | | | 0 | | | | 97 | | | | 0 | | | | 0 | | | | | | Non-qualified defined benefit plan(2) | | | 0 | | | | 75 | | | | 0 | | | | 0 | | | | | | Health & Welfare Benefits | | | 0 | | | | 45 | | | | 0 | | | | 0 | | | | | | Outplacement | | | 0 | | | | 15 | | | | 0 | | | | 0 | | | | | | Total | | | 706 | | | | 6,500 | | | | 706 | | | | 706 | | | |
| | (1) Amounts shown for termination as a result of retirement, disability or death do not include the pro-rata portion of PSU awards that may become payable at a future date based on the Company’s actual performance relative to applicable targets. (2) The Company froze future benefit accruals under thenon-qualified defined benefit pension plan effective December 31, 2014. In the event that Mr. Wetherbee retires, dies or becomes disabled, he (or his beneficiary) is entitled to receive amounts accrued and vested under the ATI Pension Plan, payable in the ordinary course, as described above and under the heading “Pension Benefits for 2017.” As also described above, such amounts are payable on a lump sum basis in the event that he is terminated without cause or resigns for good reason within 24 months following a change in control. The amounts presented above in the change in control column with respect to each such benefit plan represent the additional present value of such lump sum payment of pension benefits. | | | |
68\ATI2018 Proxy Statement
Item 3 –3: Ratification of the Selection of Independent Auditors Ernst & Young LLP (“Ernst & Young”) serves as our independent registered public accounting firm (the “independent auditors”). They have unrestricted access to the Audit and Risk Committee to discuss audit findings and other financial matters. The Audit and Risk Committee of the Board of Directors believes that Ernst & Young is knowledgeable about ATI’s operations and accounting practices and is well qualified to act in the capacity of independent auditors. In appointing Ernst & Young as our independent auditors for the fiscal year ending December 31, 2018,2024, and making its recommendation that stockholders ratify the selection, the Audit and Risk Committee considered, among other matters, whether the audit andnon-audit services Ernst & Young provides are compatible with maintaining the independence of our outside auditors. If the stockholders do not ratify the selection of Ernst & Young, the Audit and Risk Committee will reconsider the selection of Ernst & Young as the Company’s independent auditors. Representatives of Ernst & Young will be present at the Annual Meeting. They will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions following the Annual Meeting. Audit CommitteePre-Approval PolicyAUDIT COMMITTEE PRE-APPROVAL POLICY
Under theATI’s Audit and Risk Committee Pre-Approval Policy, the Audit and Risk Committee will reviewreviews and approveapproves all services to be provided by Ernst & Young before the firm is retained to perform any such services. Under this policy, the engagement terms and fees of all audit services and all audit-related services are subject to the approval of the Audit and Risk Committee. In addition, while the Committee believes that the independent auditor may be able to provide tax services to the Company without impairing the auditor’s independence, absent unusual circumstances, the Audit Committee does not expect to retain the independent auditor to provide tax services. Under the policy, the Committee has delegated limitedpre-approval authority to the Chair of the Committee with respect to permitted,non-tax related services; the Chair is required to report anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit and Risk Committeepre-approved all audit andnon-audit services provided by Ernst & Young in 20172023 and 2016.2022. Independent Auditor: Services and FeesINDEPENDENT AUDITOR: SERVICES AND FEES
The fees and expenses of Ernst & Young for the indicated services performed during 20172023 and 20162022 were as follows:follows (amounts in thousands): | Service | | 2017 | | | 2016 | | | | | | 2023 | | | 2022 | | | Audit fees | | $ | 4,101,000 | | | $ | 4,044,000 | | | Audit fees | | | Audit fees | | | Audit fees | | | | $5,008 | | | | $4,400 | | | Audit-related fees | | | 12,000 | | | | 13,000 | | | Audit-related fees | | | Audit-related fees | | | Audit-related fees | | | | $0 | | | | $0 | | | Tax fees | | | 0 | | | | 0 | | | Tax fees | | | Tax fees | | | Tax fees | | | | $32 | | | | $0 | | | All other fees | | | 2,000 | | | | 2,000 | | | All other fees | | | All other fees | | | All other fees | | | | $5 | | | | $5 | | | Total | | $ | 4,115,000 | | | $ | 4,059,000 | | | Total | | | Total | | | Total | | | | $5,045 | | | | $4,405 | |
“Audit fees” consisted of fees related to the annual audit of the Company’s consolidated financial statements and review of the consolidated financial statements in our Quarterly Reports on Form10-Q, Sarbanes-Oxley Section 404 attestation services, audit and attestation services related to statutory or regulatory filings, the issuance of consents, and captive insurance company audits. “Audit-related fees” consisted of fees related to certain due diligence services and an audit of a pension plan. “All other fees” consisted of subscriptions to Ernst & Young’sweb-based EYOnline accounting reference library.library in both periods. 
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ATI 2024 Proxy Statement | | Audit and Risk Committee Report Roles and Responsibilities |
Audit and Risk Committee Report The following is the report of the Audit and Risk Committee with respect to the Company’s audited consolidated financial statements for the year ended December 31, 2017.2023. Roles and ResponsibilitiesROLES AND RESPONSIBILITIES
The Audit and Risk Committee monitors and oversees the financial reporting process on behalf of the Board. Management has the primary responsibility for the Company’s internal controls and financial reporting process. The Committee reviews and discusses management’s report on internal control over financial reporting. Ernst & Young LLP, our independent auditor, is responsible for performing an independent audit of ATI’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), expressing an opinion as to their conformity with U.S. generally accepted accounting principles, and for attesting to the effectiveness of the ATI’s internal control over financial reporting. Required Disclosures and DiscussionsREQUIRED DISCLOSURES AND DISCUSSIONS
The Audit and Risk Committee has reviewed, met and held discussions with ATI’s management, internal auditors, and the independent auditors regarding the financial statements, including a discussion of quality, not just acceptability, of the Company’s accounting principles, and Ernst & Young’s judgment regarding these matters. The Audit and Risk Committee discussed with the internal auditors and independent auditors matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board.Board (United States). The Committee met with the internal auditors and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the company’s internal controls over financial reporting, and the overall quality of ATI’s financial reporting. The Audit and Risk Committee has also discussed with Ernst & Young matters required to be discussed by applicable auditing standards. The Audit and Risk Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board (United States) regarding the independent accountant’s communications with the Audit Committee concerning independence. The Committee also considered the compatibility ofnon-audit services with Ernst & Young’s independence. This information was also discussed with Ernst & Young. Committee Recommends Including the Financial Statements in the Annual ReportCOMMITTEE RECOMMENDS INCLUDING THE FINANCIAL STATEMENTS IN THE ANNUAL REPORT
Based on the review and discussions referred to above, the Audit and Risk Committee recommended to the Board that the audited financial statements be included in our annual report on Form10-K for the year ended December 31, 20172023 as filed with the Securities and Exchange Commission.SEC. The Board of Directors has approved this inclusion. Submitted by: AUDIT COMMITTEE:Audit and Risk Committee
| | | | | | | | | | | | | | Chair: | | John R. Pipski | | | | | | | | | | Leroy M. Ball, Jr. | | Members: | | Herbert J. Carlisle | | | | | | | | | | | | | James C. Diggs | | | Marianne Kah | | | David J. Morehouse Ruby Sharma |
| | | | | | | | | | | | | | Annual Meeting Information 2024 Annual Meeting of Stockholders — Questions and Answers | | | | | | | | | | | David J. Morehouse | | | | | | | | | | |
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Annual Meeting Information 2018 Annual Meeting of Stockholders2024 ANNUAL MEETING OF STOCKHOLDERS — Questions and Answers
You can help ATI save money by electing to receive future proxy statements and annual reports over the Internet instead of by mail.See question 15.
1. | Where is the 2018 annual meeting being held? |
The 2018 Annual Meeting of Stockholders will be held on Thursday, May 10, 2018, at 11:00 a.m. Pacific Time at the Salem Convention Center, 200 Commercial Street SE, Salem, Oregon 97301. We are holding the annual meeting in Salem, Oregon near several of our HPMC facilities.QUESTIONS AND ANSWERS
2.1. | How can I attend, vote and ask questions at the virtual 2024 Annual Meeting? |
The 2024 Annual Meeting will be conducted exclusively by webcast at www.meetnow.global/MJ4M9LH on May 16, 2024 at 11:30 a.m. Central Time. We encourage you to access the 2024 Annual Meeting prior to the start time. Online access will begin at 11:15 a.m. Central Time. We are committed to ensuring, to the extent possible, that our stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. You are entitled to participate, vote and submit questions at the 2024 Annual Meeting if you were a stockholder of record as of the close of business on March 18, 2024, the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee. No physical meeting will be held. | | | | | | For Stockholders of Record | | Stockholders of record will be able to participate in the 2024 Annual Meeting, vote electronically and submit questions during the live webcast of the meeting, without advance registration. To access the live webcast of the meeting, you will need the 15-digit control number on the proxy card or the “Notice Regarding the Availability of Proxy Materials” (the “Notice”) you previously received. | | | | For Beneficial Owners | | If you are a beneficial owner and hold your shares through an intermediary, such as a bank, broker or nominee, you must register in advance to participate in the 2024 Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. You must forward a copy of the legal proxy along with your email address to Computershare Trust Company, N.A. (“Computershare”). Requests for registration should be directed to Computershare by email at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time, on Monday, May 13, 2024. You will receive a confirmation of your registration and instructions on how to attend the meeting by email after Computershare receives your registration materials. Beneficial owners who are unable to register in advance may still attend the 2024 Annual Meeting by visiting www.meetnow.global/MJ4M9LH as a “guest” but will not have the option to vote shares electronically or submit questions during the live webcast of the meeting. However, we have provided additional methods to ensure that all of our stockholders are afforded the opportunity to submit questions. See “To submit a question” below. | | To submit a question at the virtual 2024 Annual Meeting | | In Advance of the Meeting. Stockholders may submit questions in advance of the meeting by emailing their questions, along with proof of ownership, to investors@ATI Materials.com During the meeting. You may submit questions during the live webcast of the meeting by visiting the meeting website at www.meetnow.global/MJ4M9LH and entering your control number. Once logged in, click on the “messages” icon at the top of the screen to type in your question, then click the arrow icon on the right to submit. Those who attend the 2024 Annual Meeting as a “guest,” as described above, will not have the option to submit questions during the live webcast of the meeting. However, in order to ensure all stockholders are afforded the opportunity to submit questions, you may also email your question, along with proof of ownership, during the live meeting to investors@ATI Materials.com. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. | | For technical support | | If you encounter technical difficulties with the virtual meeting platform on the day of the meeting, a link on the meeting page will provide further assistance, or you may call 1-888-724-2416 or 1-781-575-2748. |
| 2. | Will you make a list of stockholders entitled to vote at the 2023 Annual Meeting available electronically? |
We will make available a list of stockholders of record as of the record date for inspection by stockholders for any purpose germane to the meeting from May 2, 2024 through May 16, 2024 at our corporate offices or on request by email to investors@atimaterials.com. The list will also be available to stockholders at www.meetnow.global/MJ4M9LH during the live webcast of the 2024 Annual Meeting.
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| 3. | How do I obtain materials for the annual meeting? |
We are making this Proxy Statement and ATI’s 2023 Annual Report available to our stockholders electronically via the internet. On or about March 28, 2024, we began mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and the Annual Report and how to vote online. Unless you request a printed copy of the proxy materials by following the instructions for requesting such materials contained in the Notice, you will not receive a printed copy of the proxy materials. This Proxy Statement and our 2023 Annual Report are available to you at envisionreports.com/ATI and on our website at ATImaterials.com. | 4. | Who is entitled to vote at the annual meeting? |
If you held shares of Allegheny Technologies IncorporatedATI Inc. common stock, par value $0.10 per share (“Common Stock”), at the close of business on March 12, 2018,18, 2024, you may vote your shares at the annual meeting. On that day, 125,609,242124,439,826 shares of our Common Stock were outstanding. In order to vote, you must follow the instruction provided on your proxy card to designate a proxy to vote on your behalf or attend the meeting and vote your shares in person.during the meeting. Please return your proxy as soon as possible to ensure that your shares are represented and will be voted at the meeting, whether or not you plan to attend the meeting. 3.5. | How do I cast my vote? |
There are four different ways you may cast your vote. You may vote by: telephone, using the toll-free number listed on each proxy or voting instruction card;
| | | | Telephone | | using the toll-free number listed on each proxy or voting instruction card | | Online | | at the web address provided on each proxy or voting instruction card | | Mail | | marking, signing, dating and mailing each proxy or voting instruction card and returning it in the postage-paid envelope provided. If you return your signed proxy card, but do not mark the boxes showing how you wish to vote on any particular item, your shares will be voted as the Board of Directors recommends for any such item. | Attending and voting during
the Virtual Annual Meeting | | only if you are a stockholder of record (that is, your shares are registered directly in your name on the Company’s books and are not held in “street name” through a broker, bank or other nominee). |
theInternet, at the web address provided on each proxy or voting instruction card;
marking, signing, dating and mailing each proxy or voting instruction card and returning it in the postage-paid envelope provided. If you return your signed proxy card, but do not mark the boxes showing how you wish to vote on any particular item, your shares will be voted as the Board of Directors recommends for any such items; or
attending the meeting and voting your shares in person, if you are a stockholder of record (that is, your shares are registered directly in your name on the Company’s books and are not held in “street name” through a broker, bank or other nominee).
If you are a stockholder of record wishing and wish to vote by telephone or electronically through the Internet, then you will need to use the individual control number that is printed on your proxy card in order to authenticate your ownership.The deadline for voting by telephone or the Internet is 11:59 p.m. Eastern Time on May 9, 2018. 15, 2024. If your shares are held in “street name” (that is, they are held in the name of broker, bank or other nominee), or if your shares are held in one of the Company’s savings or retirement plans, then you will receive instructions with your materials that you must follow in order to have your shares voted.For voting procedures for shares held in ATI’s savings or retirement plans, see the response to question 1315 below. ATI2018 Proxy Statement/71
| | | | | | | ANNUAL MEETING INFORMATION | 2018 ANNUAL MEETING OF STOCKHOLDERS — QUESTIONS AND ANSWERS
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4.6. | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially. Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare, Shareowner Services, you are considered to be the stockholder of record with respect to those shares, and the Notice of Annual Meeting and proxy materials areInternet Availability of Proxy Materials is being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly, to vote electronically, or to vote in person at the Annual Meeting. If you have requested printed proxy materials, we have enclosed a proxy card for you to use. Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice of Annual Meeting and these proxy materials areInternet Availability of Proxy Materials is being forwarded to you by your broker, bank or nominee who is considered to be the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you request, complete and deliver a legal voting proxy from your broker, bank or nominee. If you requested printed proxy materials, your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares. 5.7. | I am a beneficial owner. Why do I need to request a legal proxy to be able to vote at the virtual meeting? |
If your shares are held in an account at a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name” and the Notice was sent to you by your nominee. The bank, broker or other nominee holding your account is the
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stockholder of record for purposes of voting at the 2024 Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker or nominee regarding how to vote the shares in your account. You are also invited to attend the virtual 2024 Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares or submit questions during the meeting unless you request and obtain a “legal proxy” from your bank, broker or other nominee. This process is no different than if you chose to vote your shares at an in-person meeting. See “How can I attend, vote and ask a question at the 2024 Annual Meeting?” above for more information. | 8. | What documentation can I provide as proof of my ownership? |
You need to provide documentation showing that you owned Common Stock on the record date of March 18, 2024. Documentation includes a copy of one of the following: | ◆ | | your proxy card or voting instruction form; |
| ◆ | | the Notice received by postal mail or e-mail; or |
| ◆ | | an account statement or a brokerage statement reflecting your ownership of Common Stock as of March 18, 2024. |
| 9. | If I submit my proxy do I still need to attend and vote during the virtual meeting? |
If you have already submitted your proxy, there is no need to submit another proxy or vote at the 2024 Annual Meeting unless you wish to change or revoke your vote. Whether or not you plan to participate in the live webcast of the 2024 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in this Proxy Statement. | 10. | If I submit my proxy in advance, may I still attend the virtual meeting? |
If you have already submitted your proxy, there is no need to submit another proxy or vote at the 2024 Annual Meeting unless you wish to change or revoke your vote, but you are still invited to attend the meeting if you choose. Stockholders of record and beneficial holders who wish to attend the 2024 Annual Meeting should follow the directions provided above under “How can I attend and vote at the 2024 Annual Meeting?” | 11. | How many votes can be cast by all stockholders? |
Each share of ATI Common Stock is entitled to one vote. There is no cumulative voting. We had 125,609,242124,439,826 shares of Common Stock outstanding and entitled to vote on the record date. 6.12. | How many votes must be present to hold the annual meeting? |
A majority of the shares entitled to vote as of the record date must be present in personas part of the virtual meeting or by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as present at the Annual Meeting if you properly cast your vote in person, electronically or telephonically, or a proxy card has been properly submitted by you or on your behalf. Both abstentions and brokernon-votes are counted as present for the purpose of determining the presence of a quorum. 7.13. | What shares are included on the proxy or voting instruction card? |
The shares indicated on your proxy or voting instruction card represent those shares registered directly in your name and shares held in the Company’s savings or retirement plans. If you do not cast your vote, your shares (except those held in the Company’s savings or retirement plans) will not be voted. See question 15 for an explanation of the voting procedures for shares in the Company’s savings or retirement plans. | 14. | What does it mean if I receive more than one proxy or voting instruction card? |
If your shares are registered differently and are in more than one account, then you will receive more than one card. Please complete and return all of the proxy or voting instruction cards you receive (or vote by telephone or the Internet all of the shares on each of the proxy or voting instruction cards you receive) in order to ensure that all of your shares are voted. | 15. | How are shares that I hold in a company savings or retirement plan voted? |
If you hold ATI Common Stock in one of the Company’s savings or retirement plans, then you may tell the plan trustee how to vote the shares of Common Stock allocated to your account. You may either sign and return the voting instruction card provided by the plan trustee or transmit your instructions by telephone or the Internet. If you do not transmit instructions, your plan shares will be voted as the plan administrator directs or as otherwise provided in the plan. The deadline for voting the shares you hold in the Company’s savings or retirement plans by telephone or the Internet is 11:59 p.m. Eastern Time on May 14, 2024.
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| 16. | Is my vote confidential? |
ATI maintains a policy of keeping stockholder votes confidential. | 17. | How many votes are required to elect the directors (Item 1)?and pass the other proposals? |
Directors are elected by a plurality of the votes cast. This means that the four individuals nominated for election to the Board of Directors who receive the most “FOR” votes (among votes properly cast in person, electronically, telephonically or by proxy) will be elected.
While directors are elected by a plurality of votes cast, our Bylaws include a director resignation policy. This policy states that in an uncontested election, any director nominee who receives a greater number of votes “WITHHELD” from his or her election, as compared to votes “FOR” such election, must tender his or her resignation. The Nominating and Governance Committee of the Board is required to make recommendations to the Board of Directors with respect to any such tendered resignation. The Board of Directors will act on the tendered resignation within 90 days from the certification of the vote and will publicly disclose its decision, including its rationale.
Only votes “FOR” or “WITHHELD” are counted in determining whether a plurality has been cast in favor of a director nominee; abstentions are not counted for purposes of the election of directors. If you withhold authority to vote with respect to the election of some or all of the nominees, your shares will not be voted with respect to those nominees indicated. For a “WITHHOLD” vote, your shares will be counted for purposes of determining whether there is a quorum and will have a similar effect as a vote against that director nominee for purposes of our director resignation policy.
72\ATI2018 Proxy Statement
| | | | | | Item 1: Election of Directors | | ANNUAL MEETING INFORMATION | 2018 ANNUAL MEETING OF STOCKHOLDERS — QUESTIONS AND ANSWERSWhile directors are elected by a plurality of votes cast, our Bylaws include a director resignation policy. This policy states that in an uncontested election, any director nominee who receives a greater number of votes “WITHHELD” from his or her election, as compared to votes “FOR” such election, must tender his or her resignation. The Nominating and Governance Committee of the Board is required to make recommendations to the Board regarding any tendered resignation. The Board will act on the tendered resignation within 90 days from the certification of the vote and will publicly disclose its decision, including its rationale.
Only votes “FOR” or “WITHHELD” are counted in determining whether a plurality has been cast in favor of a director nominee; abstentions are not counted for purposes of the election of directors. If you withhold authority to vote with respect to the election of some or all of the nominees, your shares will not be voted with respect to those nominees indicated. For a “WITHHOLD” vote, your shares will be counted for purposes of determining whether there is a quorum and will have a similar effect as a vote against that director nominee for purposes of our director resignation policy. Full details of our director resignation policy are stated in our Bylaws, which are available on our website at ATImaterials.com. | | Item 2: Advisory vote to approve the 2023 compensation of our named executive officers | | Your vote on Item 2 is advisory, which means the result of the vote is non-binding. Although non-binding, the Board and its committees value the opinions of our stockholders and will review and consider the voting result when making future decisions regarding executive compensation. Abstentions and broker non-votes are not counted as votes for this Item and will have no effect. | | Item 3: Ratify Ernst & Young as our independent auditor for 2024 | | Item 3 will be approved if it receives the affirmative vote of at least a majority of the shares of ATI Common Stock represented at the Annual Meeting and entitled to vote on the matter. If your shares are represented at the Annual Meeting but you abstain from voting on Item 3, your shares will be counted as present and entitled to vote for purposes of establishing a quorum, and the abstention will have the same effect as a vote against the proposal. |
Full details of our director resignation policy are set forth in our Bylaws, which are available on our website atwww.atimetals.com.
8.18. | How many votes are required to adopt the other proposals (Items 2 and 3)? |
All of the other proposals will be approved if such items receive the affirmative vote of at least a majority of the shares of ATI Common Stock represented at the Annual Meeting and entitled to vote on the matter. If your shares are represented at the Annual Meeting but you abstain from voting on any of these matters, your shares will be counted as present and entitled to vote on a particular matter for purposes of establishing a quorum, and the abstention will have the same effect as a vote against that proposal.
Your vote on Item 2 (executive compensation) is advisory, which means the result of the vote isnon-binding. Althoughnon-binding, the Board and its committees value the opinions of our stockholders and will review and consider the voting result when making future decisions regarding executive compensation.
9. | What if I don’t give specific voting instructions? |
Stockholders of Record. If you are a stockholder of record and you indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board, of Directors, or if you return a signed proxy card but do not indicate how you wish to vote, then your shares will be voted: in accordance with the recommendations of the Board of Directors on all matters presented in this Proxy Statement; and
| ◆ | | in accordance with the recommendations of the Board on all matters presented in this Proxy Statement; and |
as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting.
| ◆ | | as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. |
If you indicate a choice with respect to any matter to be acted upon on your proxy card, the shares will be voted in accordance with your instructions. Beneficial Owners. If you are a beneficial owner and hold your shares in street name and do not provide the organization that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. In very limited circumstances, brokers have the discretion to vote on matters deemed to be routine. Under applicable law and the rules of the New York Stock Exchange,NYSE, brokers generally do not have discretion to vote on most matters. For example,matters, but, if you do not provide voting instructions to your broker, the broker could vote your shares in its discretion with respect to the proposal to ratify the selection of Ernst & Young LLP as our independent auditors for 20182024 (Item 3) because that is deemed to be a routine matter, but the broker likely could not vote your shares for any of the other proposals on the agenda for the Annual Meeting.matter. We encourage you to provide instructions to your broker regarding the voting of your shares. If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered “brokernon-votes” with regard to that matter. Brokernon-votes will be considered as represented for purposes of determining a quorum. Brokernon-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal and are not considered to be shares entitled to vote onnon-routine matters. Thus, a brokernon-vote will make a quorum more readily obtainable, but the brokernon-vote will not otherwise affect the outcome of the vote on Items 21 and 3, which each require the affirmative vote of a majority of the shares present and entitled to vote. ATI2018 Proxy Statement/73
| | | | | | | ANNUAL MEETING INFORMATION | 2018 ANNUAL MEETING OF STOCKHOLDERS — QUESTIONS AND ANSWERS2.
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10.19. | How do I revoke or change my vote? |
You may revoke your proxy or change your vote at any time before it is voted at the meeting by: | ◆ | | notifying the Corporate Secretary at ATI’s executive office; |
notifying the Corporate Secretary at ATI’s executive office;
transmitting a proxy dated later than your prior proxy, either by mail, telephone or Internet; or
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attending the meeting and voting in person or by proxy (except for shares held in “street name” through a broker, bank or other nominee, or in the Company’s savings or retirement plans).
| ◆ | | transmitting a proxy dated later than your prior proxy, either by mail, telephone or Internet; or |
| ◆ | | attending the meeting and voting in person or by proxy (except for shares held in “street name” through a broker, bank or other nominee, or in the Company’s savings or retirement plans). |
The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone or the Internet, will count as your vote. If a vote has been recorded for your shares and you subsequently submit a proxy card that is not properly signed and dated, the previously recorded vote will stand. 11.20. | What shares are included on the proxy or voting instruction card? |
The shares indicated on your proxy or voting instruction card represent those shares registered directly in your name, those held on account in the Company’s dividend reinvestment plan and shares held in the Company’s savings or retirement plans. If you do not cast your vote, your shares (except those held in the Company’s savings or retirement plans) will not be voted.See question 13 for an explanation of the voting procedures for shares in the Company’s savings or retirement plans.
12. | What does it mean ifCan I receive more than onethe Notice or other proxy or voting instruction card? |
If your shares are registered differently and are in more than one account, then you will receive more than one card. Please complete and returnall of the proxy or voting instruction cards you receive (or vote by telephone or the Internet all of the shares on each of the proxy or voting instruction cards you receive) in order to ensure that all of your shares are voted.
13. | How are shares that I hold in a company savings or retirement plan voted? |
If you hold ATI Common Stock in one of the Company’s savings or retirement plans, then you may tell the plan trustee how to vote the shares of Common Stock allocated to your account. You may either sign and return the voting
instruction card provided by the plan trustee or transmit your instructions by telephone or the Internet. If you do not transmit instructions, your plan shares will be voted as the plan administrator directs or as otherwise provided in the plan.
The deadline for voting the shares you hold in the Company’s savings or retirement plans by telephone or the Internet is 11:59 p.m. Eastern Time on May 4, 2018.
14. | Is my vote confidential? |
ATI maintains a policy of keeping stockholder votes confidential.
15. | Can I, in the future, receive my proxy statement and annual reportmaterials over the internet? |
Stockholders can elect to view future ATI notices and proxy statements and annual reportsmaterials over the Internet instead of receiving paper copies in the mail. This saves us the cost of producing and mailing these documents. Costs normally associated with electronic access, such as usage and telephone charges, will be borne by you. If you are a stockholder of record and you choose to vote over the Internet, you can choose to receive future annual reports and proxy statements electronically by following the prompt on the voting page when you vote using the Internet. If you hold your Company stock in street name (such as through a broker, bank or other nominee account), check the information provided by your nominee for instructions on how to elect to view future proxy statements and annual reports
| ◆ | | If you are a stockholder of record and you choose to vote over the Internet, you can choose to receive future materials electronically by following the prompt on the voting page when you vote using the Internet. |
| ◆ | | If you hold your Company stock in street name (such as through a broker, bank or other nominee account), check the information provided by your nominee for instructions on how to elect to view future notices and other materials over the Internet. |
Stockholders who choose to view future proxy statements and annual reports over the Internet will receive instructions electronically that contain the Internet address for those materials, as well as voting instructions, approximately six weeks before future meetings.meetings, even in cases in which we otherwise mail full printed sets of our proxy materials. If you enroll to view ATI’s future annual reports and proxy statements electronically and vote over the Internet, then your enrollment will remain in effect for all future stockholders’ meetings unless you cancel it. To cancel, stockholders of record should accesswww.computershare.com/computershare.com/investor and follow the instructions to cancel your enrollment. You should retain your control number appearing on your enclosed proxy or voting instruction card. If you hold
74\ATI2018 Proxy Statement
| | | | | | | ANNUAL MEETING INFORMATION | 2018 ANNUAL MEETING OF STOCKHOLDERS — QUESTIONS AND ANSWERS
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your Company stock in “street name,” check the information provided by your nominee holder for instructions on how to cancel your enrollment. If at any time you would like to receive a paper copy of the annual report or proxy statement, please write to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place,ATI Inc., 116 15th Street, Pittsburgh, Pennsylvania 15222-5479.15222. 16. What is householding?
The term “householding,” means that we will deliver only one copyNotice of our annual report and proxy statementInternet Availability of Proxy Materials to stockholders of record who share the same address and last name unless we have received contrary instructions from you. This procedure reduces our printing costs and mailing costs and fees. Upon written or oral request, we will promptly deliver a separate annual report and proxy statement to any stockholder at a shared address to which a single copy of either of those documents was delivered. If you would like to receive a separateprinted copy of the annual report or proxy statement for this meeting or opt out of householding, or if you are a stockholder eligible for householding and would like to participate in householding, please send a request addressed to ATI’s Corporate Secretary at 1000 Six PPG Place,116 15th Street, Pittsburgh, PA 15222-5479,Pennsylvania 15222, or call (412)394-2800. Many brokerage firms have instituted householding. If you hold your shares in “street name,” please contact your bank, broker or other holder of record to request information about householding.
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2019 Annual Meeting and Stockholder Proposals2025 ANNUAL MEETING AND STOCKHOLDER PROPOSALS
Stockholder proposals submitted for inclusion in the proxy statement and form of proxy relating to the 20192025 Annual Meeting of Stockholders must be received no later than November 27, 2018.28, 2024. Stockholder proposals should be sent to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place,ATI Inc., 116 15th Street, Pittsburgh, PA 15222-5479.Pennsylvania 15222. If you wish to submit director nominations or other business to be properly brought before an annual meeting, you must give timely notice of your intent to submit a proposal in writing to the Corporate Secretary. For such notices to be timely, notice must be received by the Corporate Secretary not less than 75 days and not more than 90 days before the first anniversary of the date of the preceding year’s annual meeting. For our 20192025 Annual Meeting of Stockholders, we must receive any such notice on or after February 9, 201915, 2025 and on or before February 24, 2019.March 2, 2025. The notice must contain certain information specified in the Company’s Certificate of Incorporation and Bylaws. The Nominating and Governance Committee will consider director candidates recommended by stockholders. The Committee will evaluate stockholder-recommended candidates on the same basis as other candidates. Stockholder recommendations should be sent to the Corporate Secretary at the address above, who will forward the information to the Committee. Stockholders may obtain copies of our Certificate of Incorporation and Bylaws by writing to the Corporate Secretary at the address set forth above. Copies of our Certificate of Incorporation and Bylaws have been filed with the SEC and can be viewed on our website,www.atimetals.comATImaterials.com at “About ATI—Corporate Governance.” Other Business and InformationOTHER BUSINESS AND INFORMATION
The Company knows of no business to be presented for consideration at the meeting other than the items indicated in the Notice of Annual Meeting. If other matters are properly presented at the meeting, the persons designated as proxies on your proxy card may vote on such matters at their discretion. ATI2018 Proxy Statement/75
| | | | | | | ANNUAL MEETING INFORMATION | OTHER BUSINESS AND INFORMATION
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Following adjournment of the formal business meeting, Richard J. Harshman, Chairman, President and Chief Executive Officer, will address the meeting and will hold a general discussion period during which the stockholders will have an opportunity to ask questions about the Company and its business.
Annual Report on Form10-K Copies of ATI’s Annual Report on Form10-K, without Exhibits, can be obtained free of charge by written request to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place,ATI Inc., 116 15th Street, Pittsburgh, Pennsylvania 15222-5479 or by calling (412)394-2800. Proxy Solicitation We pay the cost of preparing, assembling and mailing this proxy-soliciting material. We will reimburse banks, brokers and other nominee holders for reasonable expenses they incur in sending these proxy materials to our beneficial stockholders whose stock is registered in the nominee’s name. ATI has engaged Georgeson Inc., 199 Water Street, 26th Floor, New York, New York 10038 to help solicit proxies from brokers, banks and other nominee holders of Common Stock at a cost of $10,000 plus expenses. Our employees may also solicit proxies for no additional compensation. On behalf of the Board of Directors: 
Elliot S. Davis
Amanda J. Skov Corporate Secretary Dated: March 27, 201828, 2024
76\ATI2018 Proxy Statement
Allegheny Technologies Incorporated and Subsidiaries
Non-GAAP Financial Measures
(Unaudited, dollars in millions, except per share amounts)
The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management believes that certainnon-GAAP financial measures, used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods.Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. The following table provides the calculation of thenon-GAAP financial measures discussed in this annual report.
| | | | | | | | | | | | Fiscal Year Ended | | | | | December 31 | | | | | 2016 | | | 2017 | | Net loss attributable to ATI | | $ | (641 | ) | | $ | (92 | ) | Adjustments: | | | | | | | | | Debt extinguishment charge, net of tax (a) | | | - | | | | 37 | | Impairment of goodwill, net of tax (b) | | | - | | | | 114 | | Restructuring and other charges, net of tax (c) | | | 355 | | | | - | | Rowley excess operating costs, net of tax (d) | | | 19 | | | | - | | Work stoppage andreturn-to-work costs (e) | | | 28 | | | | - | | Income tax items including valuation allowances (f) | | | 142 | | | | (4 | ) | | | | | | | | | | Net income (loss) attributable to ATI, as adjusted | | $ | (97 | ) | | $ | 55 | | | | | | | | | | | | | | | | Per Diluted Share | | Net loss attributable to ATI | | $ | (5.97 | ) | | $ | (0.83 | ) | Adjustments: | | | | | | | | | Debt extinguishment charge, net of tax (a) | | | - | | | | 0.29 | | Impairment of goodwill, net of tax (b) | | | - | | | | 1.05 | | Restructuring and other charges, net of tax (c) | | | 3.30 | | | | - | | Rowley excess operating costs, net of tax (d) | | | 0.18 | | | | - | | Work stoppage andreturn-to-work costs (e) | | | 0.27 | | | | - | | Income tax items including valuation allowances (f) | | | 1.31 | | | | (0.03 | ) | | | | | | | | | | Net income (loss) attributable to ATI, as adjusted | | $ | (0.91 | ) | | $ | 0.48 | | | | | | | | | | |
The following adjustments are more fully described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8. Financial Statements and Supplementary Data in the 2017 annual report on Form10-K. The presentation of adjusted results per diluted share includes the effects of convertible debt, if dilutive.
(a) Fiscal year December 31, 2017 results include a debt extinguishment charge of $37after-tax, or $0.29 per share, for the full redemption of the $350, 9.375% Senior Notes due 2019.
(b) During the third quarter of 2017, the Company performed an interim goodwill impairment analysis, as required by accounting standards, for our Cast Products business and determined that all goodwill assigned to this business unit was impaired. As a result, the Company recorded a $114non-cash goodwill impairment charge, or $1.05 per share.
(c) During 2016, the Company restructured its titanium operations in the HPMC segment, closed the FRP segment’s Midland, PA and Bagdad, PA facilities, and implemented salaried workforce reduction actions in the FRP segment. Restructuring and other charges totaled $539pre-tax, including $471 asset impairment charges primarily related to the indefinite idling of the Rowley, UT titanium sponge production facility, $32 of facility shutdown and idling costs, $24 million of employee benefit costs and $12 million of inventory valuation charges, or $355after-tax, or $3.30 per share.
(d) These amounts represent the above-market production costs and other operating expenses for the Rowley, UT titanium sponge production facility prior to the indefinite idling, net of expected ongoing carrying costs, and have been adjusted out of the Company’s GAAP amounts to provide Company results that are more representative of the future, which exclude these costs.
(e) For the first six months of fiscal year 2016, the Company incurred costs associated with the work stoppage andreturn-to-work ofUSW-represented employees including reduced operating efficiencies,out-of-phase raw material costs, and provisions of the new labor agreements.
(f) Amounts for the year ended December 31, 2017 include $4 of tax benefits, or $0.03 per share, from the 2017 Tax Cuts and Jobs Act legislation. Amounts for the fiscal year ended December 31, 2016 include $150 of income tax valuation allowance adjustments for U.S. federal deferred tax assets, partially offset by othernon-operational income tax benefits, compared to the tax benefit that would apply at a standard 35% tax rate.
| | | | | | | | Fiscal Year Ended | | | | | December 31, 2017 | | Cash provided by operating activities | | $ | 22 | | ATI Pension Plan contribution | | | 135 | | | | | | | Cash provided by operating activities, as adjusted | | $ | 157 | | | | | | |
ATI2018 Proxy Statement/A-1
Our Core Values
While we believe that change is constant, one thing will not change. As we continue on our journey—Building the World’s Best Specialty Materials & Components Company™—we are guided by a shared commitment to ATI’s Core Values.
Integrity as the cornerstone of our business.
To that end, we must be honest and forthright in everything we do.
ATI is committed to more than just adherence to laws and regulations. Our commitment is to reflect the highest level of integrity and ethics in our dealings with each other, and all of our stakeholders.
We expect everyone to be treated with dignity and respect and we embrace the values of innovation, cooperation, accountability, and teamwork.
Safety, Health and Sustainability are the prerequisites to all operations, and our goal is to finish each day incident- and injury-free.
Diversity, Creativity, Learning, and Freedom of people to reach their individual potential is ATI’s culture.
Product Quality and Excellence is demonstrated in everything we do.
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Admission Ticket
| | | | | | Electronic Voting Instructions
| | | | | | Available 24 hoursUsing a day, 7 days a week! | | | | | | Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. | | | | | | VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
| | | | | | | | | | | Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 9, 2018. | | | | | | | | | | | |  | | Vote by Internet
| | | | | | | | • Go towww.envisionreports.com/ati
| | | | | | | | • Or scan the QR code with your smartphone
| | | | | | | | • Follow the steps outlined on the secure website
| | | | | | | | | | | Vote by telephone | | | | | | | • Call toll free1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
| | | | Using ablack inkpen, mark your votes with anXas shown in
this example. Please do not write outside the designated areas. | | ☒  | | |
| • Follow the instructions provided by the recorded message
Annual Meeting Proxy Card |
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
| | | | | | A | | Proposals — | | – The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2 and 3. | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. Election of Directors: | | | | | | | | | | | | | | | | | | | | | |  | | | For | | AgainstWithhold | | Abstain | | | | For | | ForWithhold | | Against | | | Abstain | For | | Withhold | | For | | Against | | Abstain | | + | | | | | | | | | | | | | | | | | 01 - Herbert J. Carlisle | | ☐ | | ☐ | | | | 02 - David P. Hess | | ☐ | | ☐ | | | | 03 - Marianne Kah | | ☐ | | ☐ | | | | | | | | | | | | | | | | | For | | Withhold | | | | | | | | | | | | | | | | | | | | 04 - Ruby Sharma | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | For | | Against | | Abstain | ☐2. Advisory vote to approve the compensation of our named executive officers
| | ☐ | | ☐ | | 02 - Diane C. Creel☐ | | ☐3. Ratification of the selection of Ernst & Young LLP as our independent auditors for 2024 | | ☐ | | ☐ | | 03 - John R. Pipski | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | 04 - James E. Rohr
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | 2. | | Advisory vote to approve the compensation of the Company’s named executive officers. | | ☐ | | ☐ | | ☐ | | 3. | | Ratification of the selection of Ernst & Young LLP as independent auditors for 2018. | | | | ☐ | | ☐ | | ☐ | | | | |
| | | | | | | | | Change of Address— Please print your new address below. | | | | Comments— Please print your comments below. | | Meeting Attendance | | | | | | | | | Mark the box to the right if you plan to attend the Annual Meeting.
| | ☐ |
| | | C B | | Authorized Signatures —– This section must be completed for your vote to be counted. —– Date and Sign Below |
Please sign EXACTLY as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, or custodian, please give your full title as such. | | | | | | | | | Please sign EXACTLY as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, or custodian, please give your full title as such. |
| | | | | | | | | Date (mm/dd/yyyy) —– Please print date below. | | | | Signature 1 —– Please keep signature within the box. | | | | Signature 2 —– Please keep signature within the box. | | / / | | | | | | | | | | |
| | | | |  | | 1 U P X | | | | 03Y6XB | | | | |
2024 Annual Meeting of 02SUNAATI Inc. Stockholders
Thursday, May 16, 2024 11:30 a.m. Central Time Dear Stockholder, Available on the Internet at http://www.envisionreports.com/ati are materials relating to the ATI Inc. 2024 Annual Meeting of Stockholders. The Notice of the Meeting and Proxy Statement describe the formal business to be transacted at the meeting. Your vote is important. Please vote your proxy promptly whether or not you expect to attend the meeting. You may vote by toll-free telephone, by Internet or by signing and returning the proxy card (below) by mail in the enclosed postage-paid envelope. Amanda J. Skov Corporate Secretary Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The Proxy Statement and the 2023 Annual Report to Stockholders are available at: www.envisionreports.com/ati The 2024 Annual Meeting of Stockholders of ATI Inc. will be held on Thursday, May 16, 2024 at 11:30 a.m. Central Time, virtually via the internet at meetnow.global/MJ4M9LH. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
| | | | | 2018 Annual Meeting Admission Ticket
 | | Small steps make an impact. 2018 Annual Meeting ofHelp the environment by consenting to receive electronic
Allegheny Technologies Incorporated Stockholdersdelivery, sign up at www.envisionreports.com/ati
Thursday, May 10, 2018
11:00 a.m. Pacific Time
| | Salem Convention Center
200 Commercial Street, SE
Salem, Oregon 97301
Upon arrival, please present this admission ticket
and photo identification at the registration desk.
For the personal use of the stockholder named hereon - not transferable
Dear Stockholder,
Enclosed or available on the Internet athttp://www.envisionreports.com/atiare materials relating to the Allegheny Technologies Incorporated 2018 Annual Meeting of Stockholders. The Notice of the Meeting and Proxy Statement describe the formal business to be transacted at the meeting.
Your vote is important. Please vote your proxy promptly whether or not you expect to attend the meeting. You may vote by toll-free telephone, by Internet or by signing and returning the proxy card (below) by mail in the enclosed postage-paid envelope.
Elliot S. Davis
Corporate Secretary
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.
The Proxy Statement and the 2017 Annual Report to Stockholders are available at:www.envisionreports.com/ati
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q | | | 
Proxy — Allegheny Technologies Incorporated
Proxy – ATI Inc. | | | |
Proxy for 20182024 Annual Meeting Solicited on Behalf of the Board of Directors of Allegheny Technologies IncorporatedATI Inc. The undersigned hereby appoints Patrick J. DeCourcy, Elliot S. DavisDonald P. Newman and Amanda J. Skov or any of them, each with power of substitution and revocation, proxies or proxy to vote all shares of Common Stock which the stockholder named herein is entitled to vote with all powers which the stockholder would possess if personally present, at the Annual Meeting of Stockholders of Allegheny Technologies IncorporatedATI Inc. on May 10, 2018,16, 2024, and any adjournments or postponements thereof, upon the matters set forth on the reverse side of this card and, in their discretion, upon such other matters as may properly come before such meeting. STOCKHOLDERS MAY VOTE BY TOLL-FREE TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE OR STOCKHOLDERS MAY VOTE BY COMPLETING, DATING AND SIGNING THIS PROXY CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. This proxy, when properly executed, will be voted as directed herein, but if you do not specify a vote, the proxies will vote FOR Items 1, 2 and 3 and in their discretion on other matters. If you wish to use this card to vote your shares, please vote, date and sign on the reverse side. (Continued and to be marked, dated and signed, on the other side)
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| | | | | | Electronic Voting InstructionsComments – Please print your comments below.
| | | | | | Available 24 hours a day, 7 days a week! | | | | | | Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. | | | | | | VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
| | | | | | | | | | | Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 4, 2018. | | | | | | | | | | | |  | | Vote by Internet
| | | | | | | | • Go towww.envisionreports.com/ati
| | | | | | | | • Or scan the QR code with your smartphone
| | | | | | | | • Follow the steps outlined on the secure website
| | | | | | | | | | | Vote by telephone | | | | | | | • Call toll free1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
| | | | Using ablack inkpen, mark your votes with anXas shown in
this example. Please do not write outside the designated areas.
| | ☒ | | • Follow the instructions provided by the recorded message
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
| | | | | A | | Proposals — | | The Board of Directors recommends a voteFOR all the nominees listed,FOR Proposals 2 and 3. | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. Election of Directors: | | For | | Against | | Abstain | | | | For | | Against | | Abstain | | | | For | | Against | | Abstain | | + | | | | | | | | | | | | | | | | | 01 - Herbert J. Carlisle
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| | ☐ | | ☐ | | 02 - Diane C. Creel | | ☐ | | ☐ | | ☐ | | 03 -John R. Pipski | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | 04 - James E. Rohr
| | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | 2. | | Advisory vote to approve the compensation of the Company’s named executive officers. | | ☐ | | ☐ | | ☐ | | 3. | | Ratification of the selection of Ernst & Young LLP as independent auditors for 2018. | | | | ☐ | | ☐ | | ☐ | | | | |
| | | | | | | | | Change of Address— Please print your new address below. | | | | Comments— Please print your comments below. | | Meeting Attendance | | | | | | | | | Mark the box to the right if you plan to attend the Annual Meeting. | | ☐ | | | | | | | |
 | | | | | Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | | | | |
| Annual Meeting Proxy Card |
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q | | | | | | A | | Proposals – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. | | |
| | | | | | | | | | | | | | | | | | | | | | | | 1. Election of Directors: | | | | | | | | | | | | | | | | | | | | | | | | | For | | Withhold | | | | | | For | | Withhold | | | | | | For | | Withhold | | | 01 - Herbert J. Carlisle | | ☐ | | ☐ | | | | 02 - David P. Hess | | ☐ | | ☐ | | | | 03 - Marianne Kah | | ☐ | | ☐ | | | | | | | | | | | | | | | | | For | | Withhold | | | | | | | | | | | | | | | | | | | 04 - Ruby Sharma | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | For | | Against | | Abstain | 2. Advisory vote to approve the compensation of our named executive officers | | ☐ | | ☐ | | ☐ | | 3. Ratification of the selection of Ernst & Young LLP as our independent auditors for 2024 | | ☐ | | ☐ | | ☐ |
| | | C B | | Authorized Signatures —– This section must be completed for your vote to be counted. —– Date and Sign Below |
Please sign EXACTLY as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, or custodian, please give your full title as such. | | | | | | | | | Please sign EXACTLY as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, or custodian, please give your full title as such. |
| | | | | | | | | Date (mm/dd/yyyy) —– Please print date below. | | | | Signature 1 —– Please keep signature within the box. | | | | Signature 2 —– Please keep signature within the box. | | / / | | | | | | | | | | |
02SWCB
| | | | | • The ATI Retirement Plan
• The ATI 401(k) Savings Plan
| | As a Plan participant, you have the right to direct Benefit Trust Company how to vote the shares of Allegheny Technologies Incorporated Common Stock that are allocated to your Plan account and shown on the attached voting instruction card. The Trustee will hold your instructions in complete confidence except as may be necessary to meet legal requirements.
You may vote by telephone, Internet or by completing, signing and returning voting instructions herein by mail. A postage-paid return envelope is enclosed.
The Trustee must receive your voting instructions by 11:59 p.m., Eastern Time, on May 4, 2018. If the Trustee does not receive your instructions by such date, the Trustee shall vote your shares as the Plan Administrator directs.
You will receive a separate set of proxy solicitation materials for any shares of Common Stock you own other than your Plan shares.Your non-Plan shares must be voted separately from your Plan shares.
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.
The Proxy Statement and the 2017 Annual Report to Stockholders are available at:www.envisionreports.com/ati1 U P X
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Proxy for 2024 Annual Meeting Solicited on Behalf of the Board of Directors of ATI Inc. The undersigned hereby appoints Donald P. Newman and Amanda J. Skov or any of them, each with power of substitution and revocation, proxies or proxy to vote all shares of Common Stock which the stockholder named herein is entitled to vote with all powers which the stockholder would possess if personally present, at the Annual Meeting of Stockholders of ATI Inc. on May 16, 2024, and any adjournments or postponements thereof, upon the matters set forth on the reverse side of this card and, in their discretion, upon such other matters as may properly come before such meeting. STOCKHOLDERS MAY VOTE BY TOLL-FREE TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE OR STOCKHOLDERS MAY VOTE BY COMPLETING, DATING AND SIGNING THIS PROXY CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. This proxy, when properly executed, will be voted as directed herein, but if you do not specify a vote, the proxies will vote FOR Items 1, 2 and 3 and in their discretion on other matters. If you wish to use this card to vote your shares, please vote, date and sign on the reverse side. (Continued and to be marked, dated and signed, on the other side)
| | | Using a black ink pen, mark your votes with an X as shown in this example. | | 
| Please do not write outside the designated areas. |
| | | | Your vote matters – here’s how to vote! | | You may vote online or by phone instead of mailing this card. | 
| | Votes submitted electronically must be received by 11:59 p.m., Eastern Time, on May 13, 2024. | | | | | Online | | Go to www.envisionreports.com/ati or scan the QR code – login details are located in the shaded bar below. |  | | Phone | | Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada |  | | Save paper, time and money! | | Sign up for electronic delivery at www.envisionreports.com/ati |
| | | Annual Meeting Proxy Card | | 
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q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q | | | | A | | Proposals – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. |
1. Election of Directors: | | | | | | | | | | | | | | | | | | | | | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold | | | | 01 - Herbert J. Carlisle | | ☐ | | ☐ | | 02 - David P. Hess | | ☐ | | ☐ | | 03 - Marianne Kah | | ☐ | | ☐ | | | | | | | | | | | | | | | For | | Withhold | | | | | | | | | | | | | | | | 04 - Ruby Sharma | | ☐ | | ☐ | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | For | | Against | | Abstain | 2. Advisory vote to approve the compensation of our named executive officers | | ☐ | | ☐ | | ☐ | | 3. Ratification of the selection of Ernst & Young LLP as our independent auditors for 2024 | | ☐ | | ☐ | | ☐ |
| | | | B | | Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below |
Please sign EXACTLY as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, or custodian, please give your full title as such. | | | | | | | | | Date (mm/dd/yyyy) – Please print date below. | | | | Signature 1 – Please keep signature within the box. | | | | Signature 2 – Please keep signature within the box. | | / / | | | | | | | | |
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03Y71A
| • | | The ATI 401(k) Savings Plan |
As a Plan participant, you have the right to direct Benefit Trust Company how to vote the shares of ATI Inc. Common Stock that are allocated to your Plan account and shown on the attached voting instruction card. The Trustee will hold your instructions in complete confidence except as may be necessary to meet legal requirements. You may vote by telephone, Internet or by completing, signing and returning voting instructions herein by mail. A postage-paid return envelope is enclosed. The Trustee must receive your voting instructions by 11:59 p.m., Eastern Time, on May 13, 2024. If the Trustee does not receive your instructions by such date, the Trustee shall vote your shares as the Plan Administrator directs. You will receive a separate set of proxy solicitation materials for any shares of Common Stock you own other than your Plan shares. Your non-Plan shares must be voted separately from your Plan shares. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The Proxy Statement and the 2023 Annual Report to Stockholders are available at: www.envisionreports.com/ati The 2024 Annual Meeting of Stockholders of ATI Inc. will be held on Thursday, May 16, 2024 at 11:30 a.m. Central Time, virtually via the internet at meetnow.global/MJ4M9LH. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. | | | | |
| | Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ati | | 
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| | q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q |
Voting Instruction Card for 2018
| | | Voting Instruction Card for 2024 Annual Meeting | | + | |
ATI Inc. Allegheny Technologies IncorporatedSolicited on Behalf of the Board of Directors of ATI Inc.
The undersigned hereby directs Benefit Trust Company to vote the full number of shares of Common Stock allocated to the account of the undersigned under the Plans, at the Annual Meeting of Stockholders of Allegheny Technologies IncorporatedATI Inc. on May 10, 201816, 2024 and any adjournments or postponements thereof, upon the matters set forth on the reverse of this card, and, in its discretion, upon such other matters as may properly come before such meeting. PLAN PARTICIPANTS MAY GIVE DIRECTIONS BY TOLL-FREE TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE REVERSE SIDE OR PARTICIPANTS MAY GIVE DIRECTIONS BY COMPLETING, DATING AND SIGNING THIS CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If you wish to use this card to vote your shares, please vote, date and sign on the reverse side. | | | | | | | | | | | Change of Address – Please print new address below. | | | | Comments – Please print your comments below. | | | | Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. | | ☐ | | | | | | | |
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