DEF 14A of Ati Inc, Mar 28, 2024

DEF 14A of Ati Inc

Filed Mar 28, 2024 · FY20230001193125-24-080426

Open on EDGAR

  1. DIRECTOR NOMINEES – CLASS I – TERM TO EXPIRE IN 2027

    DIRECTOR NOMINEES – CLASS I – TERM TO EXPIRE IN 2027

  2. DIRECTOR NOMINEES – CLASS I – TERM TO EXPIRE IN 2027

    | Nominee | Experience and Qualifications | Board Committees | | Herbert J. Carlisle Director since 2018 | Leadership/Governance, Finance, Industry/Manufacturing, Operations/Technical, Government/Environmental | Audit & Risk, Technology | | 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) | | Marianne Kah Director since 2019 | Leadership/Governance, Finance, Industry/Manufacturing, Government/Environmental, International/M&A | Audit & Risk, Technology | | Ruby Sharma Director since 2023 | Leadership/Governance, Finance/Technical, International/M&A | Audit & Risk, Technology |

  3. DIRECTOR NOMINEES – CLASS I – TERM TO EXPIRE IN 2027

    | 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 |

  4. DIRECTOR NOMINEES – CLASS I – TERM TO EXPIRE IN 2027

    | Proxy Statement Summary | ATI 2024 Proxy Statement | 5 |

  5. Item 1: Election Of Directors

    Item 1: Election Of Directors Our Board of Directors has nominated four directors for election. Herbert J. Carlisle, David P. Hess, Marianne Kah and Ruby Sharma are standing for election to the Board as Class I directors for three-year terms expiring in 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 three 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 vote, your shares will be counted for purposes of determining whether there is a quorum and 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.

  6. OUR 2024 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    OUR 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. Kah, Ms. Sharma and Messrs. Carlisle and Hess qualify as independent directors under applicable rules and 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 that contribute to the Board’s effectiveness as a whole, is provided below.

  7. Nominees – Class I – Term to Expire at the 2027 Annual Meeting

    | | Herbert J. Carlisle | | | Director since 2018 Age 68 |

  8. Nominees – Class I – Term to Expire at the 2027 Annual Meeting

    | | David P. Hess | | | Director since 2019 Age 68 |

  9. Nominees – Class I – Term to Expire at the 2027 Annual Meeting

    | 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 2009 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 |

  10. Nominees – Class I – Term to Expire at the 2027 Annual Meeting

    | | Marianne Kah | | | Director since 2019 Age 70 |

  11. Nominees – Class I – Term to Expire at the 2027 Annual Meeting

    | 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 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. Kah’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 |

  12. Nominees – Class I – Term to Expire at the 2027 Annual Meeting

    | | Ruby Sharma | | | Director since 2023 Age 57 |

  13. Nominees – Class I – Term to Expire at the 2027 Annual Meeting

    | Ms. Sharma was Managing Partner of RNB Strategic Advisors, a strategic advisory firm, from September 2018 to August 2022. She previously served as a Partner at Ernst & Young LLP from 2002 until her retirement in December 2017. Prior to that, Ms. Sharma was Senior Manager of Forensic and Litigation Services at Arthur Anderson. She previously served as a board trustee for the National Ascend Organization and a member of the Asia Society Business Council. | Board Committees: Member, Audit & Risk and Technology Committees. Skills and Qualifications Ms. Sharma’s qualifications include her experience in senior leadership positions and her financial and public company accounting expertise. Current Directorships: ◆ SoundThinking, Inc. ◆ Bowflex, Inc. ◆ S&C Electric Company ◆ Southwest Gas Holdings, Inc. Past Directorships ◆ Aspira Women’s Health ◆ Penn Medicine Princeton Health |

  14. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

  15. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    | | Leroy M. Ball, Jr. | | | Director since 2019 Age 55; Audit Committee Financial Expert |

  16. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    | Mr. Ball has been the President and Chief Executive Officer of 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 August 2014 through December 2014, as both its Chief Operating Officer and Chief Financial Officer from May 2014 to August 2014, and as its Chief Financial Officer from 2010 to May 2014. Before joining Koppers, Mr. Ball served as the Senior Vice President and Chief Financial Officer of Calgon Carbon, Inc., a provider of services, products and solutions for 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 Mr. Ball’s qualifications include his experience in senior leadership positions and his operational, financial, and public company accounting expertise. Current Directorships: ◆ Koppers Holdings Inc. ◆ Koppers, Inc. (a subsidiary of Koppers Holdings Inc.) |

  17. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    | | Carolyn Corvi | | | Director since 2012 Age 72 |

  18. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    | Upon her retirement in 2008, Ms. Corvi concluded a 34-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. Board Committees: Chair, Compensation & Leadership Development and member, Nominating & Governance and Technology. | Skills and Qualifications Ms. Corvi’s qualifications include her extensive senior leadership experience in the aerospace industry (ATI’s core end market) and her knowledge of and experience in manufacturing. Current Directorships ◆ Hyster-Yale Materials Handling, Inc. ◆ United Continental Holdings, Inc. Past Directorships: ◆ Goodrich Corporation and Continental Airlines, Inc. |

  19. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    | 16 | | ATI 2024 Proxy Statement | Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability |

  20. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    | | Robert S. Wetherbee | | | Director since 2019 and Board Chair since May 2021 Age 64 |

  21. Continuing Directors – Class II – Term to Expire at the 2025 Annual Meeting

    | Mr. 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 May 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 ATI Flat Rolled Products from April 2014 to January 2015. From March 2013 to February 2014, Mr. Wetherbee was President and Chief Executive Officer of Minerals Technologies, Inc. He served as President of ATI’s tungsten business from 2010 through 2012, following a 29-year career with Alcoa Inc. | Skills and Qualifications Mr. Wetherbee’s qualifications include his experience in senior leadership positions both at ATI and at other publicly traded manufacturers and his extensive knowledge of the industry and of ATI’s business given his tenure with the Company and his past long-tenured experience with another major metals producer. Current Directorships ◆ Commercial Metals Corporation |

  22. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

  23. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | | Kimberly A. Fields | | | Director since 2024 Age 54 |

  24. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | 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. |

  25. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability | ATI 2024 Proxy Statement | 17 |

  26. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | | J. Brett Harvey | | | Director since 2007, Lead Independent Director since May 2021 Age 73 |

  27. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | 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 2010 and was a Director of CNX from 2005 to 2014. Board Committees: Member, Nominating & Governance and Compensation & Leadership Development Committees | Skills and Qualifications Mr. Harvey’s qualifications include his significant oversight experience from serving as the chief executive officer of public companies, his industry experience in the oil and gas market (a large end market for ATI), and his operational expertise. Current Directorships: ◆ Barrick Gold Corporation (Lead Director since 2013) ◆ Warrior Met Coal (Chairman since January 2023; Lead Independent Director from 2018 to 2023) Past Directorships: ◆ CONSOL Energy Inc. (Chairman from 2010 to 2016) and CNX Gas Corporation (Chairman from 2009 to 2010) |

  28. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | | David J. Morehouse | | | Director since 2015 Age 63 |

  29. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | Mr. Morehouse was 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 served as President of the Pittsburgh Penguins from 2007 to 2010 and as Chief Executive Officer 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. Skills and Qualifications Mr. Morehouse’s qualifications include his leadership, strategic planning and development, operations, branding and marketing, and government relations experience. |

  30. Continuing Directors – Class III – Term to Expire at the 2026 Annual Meeting

    | 18 | | ATI 2024 Proxy Statement | Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability |

  31. Compensation Committee Interlocks and Insider Participation

    | 38 | | ATI 2024 Proxy Statement | Our Corporate Governance Director Compensation |

  32. DIRECTOR COMPENSATION

    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.

  33. Elements of Director Compensation

    Elements of Director Compensation

  34. 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 | |

  35. Elements of Director Compensation

    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.

  36. Director Stock Ownership Guidelines

    | Our Corporate Governance Director Compensation | ATI 2024 Proxy Statement | 39 |

  37. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation

  38. 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 |

  39. 2023 Non-Employee Director Compensation

    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.

  40. 2023 Non-Employee Director Compensation

    | (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. |

  41. 2023 Non-Employee Director Compensation

    | (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. |

  42. 2023 Non-Employee Director Compensation

    | (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. |

  43. 2023 Non-Employee Director Compensation

    | 40 | | ATI 2024 Proxy Statement | Stock Ownership Information |

  44. Our Compensation 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:

  45. Our Compensation Philosophy

    | ◆ | support ATI’s business strategy by tying performance goals to specific annual and longer-term strategic objectives; and |

  46. Competitive Compensation

    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.

  47. Pay for Performance: Linking Executive Compensation to the Interests of Stockholders

    | PLACES SIGNIFICANT EMPHASIS ON FINANCIAL RESULTS | ALIGNS WITH OUR BUSINESS STRATEGIES AND PERFORMANCE | REFLECTS COMPETITIVE MARKET DATA AND PRACTICES | | ◆ Awards under our short-term cash incentive program to our CEO and Executive Council members are 90% contingent on ATI’s financial performance. ◆ For 2023, 70% of each NEO’s regular annual long-term incentive award is contingent on our total shareholder return over a three-year period relative to our peers. | ◆ Our long-term incentive program incorporates 3-year and 4-year equity performance-based incentives that are aligned with our business strategies and our ability to create shareholder value. ◆ Equity awards granted to our CEO and Executive Council are heavily weighted in favor of performance stock units that vest based on our future success in achieving financial results and delivering relative total shareholder return. | ◆ Compensation levels for our NEOs and other senior executives are reviewed annually in light of market benchmarking data. ◆ Our long-term equity incentive plan provides for double-trigger change in control vesting across all awards. ◆ We maintain robust stock ownership guidelines for executives, officers and other top leadership positions. |

  48. Role of Independent Compensation Consultants

    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, including independence. The Committee re-evaluates the consultant’s independence on an ongoing basis. The Committee may, at any time, contact the consultant without interaction from management. For 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, 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.

  49. Role of Independent Compensation Consultants

    | 48 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis 1. Our Compensation Framework and Philosophy |

  50. Executive Compensation Highlights

    | | Independent Compensation Consultant. Our Compensation & Leadership Development Committee works closely with an independent compensation consultant. | | | Clawback policy. We maintain robust executive compensation recovery arrangements that require the return of compensation 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 guidelines for directors and executive management. Our stock ownership guidelines for management include 6X base salary ownership for the CEO and require 50% retention until ownership guidelines are met. | | | Limits on severance arrangements. Severance arrangements limited to 2.99X 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. |

  51. Executive Compensation Highlights

    | | No employment agreements for executive officers. | | | No excise tax gross-ups in change in control agreements. | | | Executive perquisites. We do not pay executive perquisites such as personal air travel, club dues or tax gross-ups. |

  52. Setting Compensation Levels and Opportunities

    | Review of Annual and Long-Term Business Plans | | | | Nov. – Feb. | Responsibility/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. | Responsibility/Purpose: Committee and CEO/Evaluating individual performance of CEO and, based on CEO 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 ◆ To assist in setting individual award opportunities for the next year/ award cycle | | Company Achievement of Performance Goals | | | | Jan. – Feb. | Responsibility/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. | Responsibility/Purpose: Compensation consultants/Benchmarking and making compensation recommendations for our executives | How It’s Used: To set competitive base pay and short-term and long-term incentive targets and compensation opportunities for the next year/ award cycle | | Pay and Performance Analysis | | | | Ongoing | Responsibility/Purpose: Committee and management/Evaluating pay and performance relative to publicly available financial and compensation information to validate individual compensation plans that were established in November | How It’s Used: To assess achievement under the incentive plans relative to Company and peer performance | | Stockholder Outreach | | | | Ongoing | Responsibility/Purpose: 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. |

  53. Monitoring Performance and Progress

    | ◆ | assess management’s interim progress toward achieving the predetermined performance goals and the potential payouts under the various executive compensation plans; and |

  54. Benchmarking Peer Group

    Benchmarking Peer Group The Committee considers, with information provided by the compensation consultant, compensation practices across a peer group that the Committee uses 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:

  55. Benchmarking Peer Group

    | Compensation Discussion and Analysis 2. How We Determine Executive Compensation | ATI 2024 Proxy Statement | 51 |

  56. Benchmarking Peer Group

    For 2024, the Committee adopted an updated benchmarking peer group, principally to reflect the Company’s business transformation and leadership in aerospace and defense.

  57. Benchmarking Peer Group

    | 52 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis 2. How We Determine Executive Compensation |

  58. 2023 Benchmarking Peer Group

    2023 Benchmarking Peer Group For performance measurement periods under the executive compensation plans beginning on January 1, 2023, the Benchmarking Peer Group consists of the companies listed below, against which ATI performed as follows for 2023: 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

  59. 2023 Benchmarking Peer Group

    | Compensation Discussion and Analysis 3. 2023 Executive Compensation Program Overview | ATI 2024 Proxy Statement | 53 |

  60. 2023 Benchmarking Peer Group

    | 3. | 2023 EXECUTIVE COMPENSATION PROGRAM OVERVIEW |

  61. Annual Executive Compensation Program

    | | 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 | | | 2023 Annual Performance Plan | To provide performance-based annual cash awards 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 | VARIABLE | | LONG- TERM INCENTIVE | Long-Term Incentive Plan: Performance Stock Units (“PSUs”) (70%)* | To provide performance-based equity compensation in the form of restricted stock 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. Awards granted in 2023 vest based on the Company’s TSR 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. | Time-vested awards that generally vest in equal annual installments on the first three anniversaries of the applicable grant date, subject to the award recipient’s continued employment by the Company. | |

  62. Annual Executive Compensation Program

    | * 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. |

  63. Base Salary

    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:

  64. Short-Term Incentive Program

    Short-Term Incentive Program ATI’s Annual Performance Plan (“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.

  65. APP Financial Metrics

    NEO using comparative market data provided by our 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 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.

  66. 2023 APP Award Opportunities for NEOs

    | | 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% |

  67. Long-Term Incentive Plan (“LTIP”)

    Long-Term Incentive Plan (“LTIP”) The long-term incentive portion of our compensation program, the Long-Term Incentive Plan, or “LTIP,” generally has two components:

  68. Long-Term Incentive Plan (“LTIP”)

    | ◆ | PSUs: performance stock units 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 |

  69. Long-Term Incentive Plan (“LTIP”)

    | ◆ | RSUs: restricted stock units that vest in three equal annual installments, provided that the recipient remains employed by ATI on the applicable vesting date. |

  70. Long-Term Incentive Plan (“LTIP”)

    Individual opportunities under the LTIP are granted at Threshold, Target and Maximum levels, which are expressed as a percentage of base salary.

  71. Long-Term Incentive Plan (“LTIP”)

    | 56 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis 4. Elements of 2023 Executive Compensation Program |

  72. Long-Term Incentive Plan (“LTIP”)

    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.

  73. Long-Term Incentive Plan (“LTIP”)

    | 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 | |

  74. Performance Stock Units

    Performance Stock Units PSUs awarded in January 2023 (“2023-2025 PSUs”) will vest, based on results, at the end of the three-year performance measurement 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 granted in 2023. Our 2023-2025 PSUs settle following the conclusion of a three-year performance period ending on December 31, 2025 based on ATI’s TSR during the performance period relative to that of the following pre-determined peer group:

  75. Performance Stock Units

    | 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: |

  76. Performance Stock Units

    | ◆ 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 |

  77. Restricted Stock Units

    Restricted Stock 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 accumulate or are paid on the RSUs.

  78. Restricted Stock Units

    | 58 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis 5. 2023 Business and Incentive Compensation Results |

  79. Restricted Stock Units

    | 5. | 2023 BUSINESS AND INCENTIVE COMPENSATION RESULTS |

  80. Short-Term Incentive Compensation Program Results

    Short-Term Incentive Compensation Program Results

  81. 2023 APP Target and Earned Amounts for Each NEO

    | | | ($ 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 | | | | | |

  82. 2023 APP Target and Earned Amounts for Each NEO

    | 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 |

  83. Long-Term Incentive Compensation Program Results

    Long-Term Incentive Compensation Program Results

  84. 2021-2023 Performance-Vested Restricted Stock Units

    2021-2023 Performance-Vested Restricted Stock Units PSUs awarded in 2021 vested as of December 31, 2023 based on ATI’s total shareholder return relative to that of our previously-disclosed legacy peer group. Shares of ATI common stock underlying these awards were earned over the course of eight individual performance measurement periods within the three-year performance period, with the first measurement period concluding on March 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 ending December 31, 2023 had been negative, then the total payout for the full Performance Period could not exceed 150% Based on this structure and ATI’s relative total shareholder return for each of the eight measurement periods, which significantly outpaced that of our peer group companies consistently across the three-year period, our 2021-2023 PSUs settled in January 2024 at 198.5% of target as illustrated by the following:

  85. ATI TSR Positioning vs. Compensation Peer Group FY 2021 - 2023 by Quarter, Cumulative

    ATI TSR Positioning vs. Compensation Peer Group FY 2021 - 2023 by Quarter, Cumulative

  86. ATI TSR Positioning vs. Compensation Peer Group FY 2021 - 2023 by Quarter, Cumulative

    | Note: | Mar ‘21-Dec’21 shown for reference only (not used in final payout determination) |

  87. Multi-Year Trends Reflect Our Pay For Performance Culture and the Cyclicality of our Business

    | ◆ | 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. |

  88. Multi-Year Trends Reflect Our Pay For Performance Culture and the Cyclicality of our Business

    | ◆ | 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. |

  89. Multi-Year Trends Reflect Our Pay For Performance Culture and the Cyclicality of our Business

    | ◆ | 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. |

  90. 2023 NEO Performance-Based Compensation

    | 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 |

  91. 2023 NEO Performance-Based Compensation

    | (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. |

  92. Employment Agreements; Change in Control Agreements

    Employment Agreements; Change in Control 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 tax gross-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 and Change in Control Agreements” section of this Proxy Statement.

  93. SUMMARY COMPENSATION TABLE FOR 2023

    SUMMARY 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, 2023.

  94. SUMMARY COMPENSATION TABLE FOR 2023

    | 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 |

  95. SUMMARY COMPENSATION TABLE FOR 2023

    | (1) Stock 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 2023. Regular 2023 LTIP awards for our NEOs were comprised 70% of PSUs and 30% of time-vested RSUs. The PSUs vest based on the Company’s relative TSR over a three-year performance period relative to that of a predetermined peer group. The RSUs vest over three years based on employment service, with one-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 2023 amounts (including both RSUs and PSUs) for each NEO would be as follows: Mr. Wetherbee, $8,349,605; Ms. Fields, $3,705,145; Mr. Newman, $2,893,120; Mr. Davis, $2,150,024; and Mr. 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 2023 was $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 2023 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 (January 3, 2023), which was $29.56. See Note 16 to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for further information. |

  96. SUMMARY COMPENSATION TABLE FOR 2023

    | (2) Non-equity Incentive Plan Compensation: Consists of performance-based (and not discretionary) cash awards paid under the 2023 APP. |

  97. SUMMARY COMPENSATION TABLE FOR 2023

    | (3) Changes in Pension Value and Non-Qualified Deferred Compensation Earnings: 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-type non-qualified deferred compensation plans in which salaried employees participate, which includes the defined benefit portion of the ATI Benefit Restoration Plan in which Mr. Wetherbee participated. 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. |

  98. SUMMARY COMPENSATION TABLE FOR 2023

    | (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 such as air travel or club memberships, or tax reimbursements relating to perquisites or personal benefits. Please see the All Other Compensation Table for 2023 that follows for additional information. |

  99. SUMMARY COMPENSATION TABLE FOR 2023

    | 66 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis Summary Compensation Table for 2023 |

  100. All Other Compensation for 2023

    | Compensation Discussion and Analysis Grants of Plan-Based Awards for 2023 | ATI 2024 Proxy Statement | 67 |

  101. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023

  102. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | | | | 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 |

  103. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (1) Represents the Company’s Annual Performance Plan and Long-Term Incentive Plan, consisting of PSUs and RSUs. |

  104. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (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. |

  105. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | 68 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis Outstanding Equity Awards at Fiscal-Year End for 2023 |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

  107. OUTSTANDING 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) | | 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 |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (1) This table relates to awards under the current LTIP, including (a) time-vested RSUs granted in 2021, 2022 and 2023, which vest ratably in one-third increments over a three-year period, (b) performance-vested awards, or PSUs, for the performance measurement periods ending in 2024 and 2025, and (c) a one-time grant of performance-vested Breakout Performance Plan awards, or BPUs, for the measurement period ending in 2025. PSUs for the performance period ended December 31, 2023 were settled during the first quarter of 2024 but vested as of December 31, 2023 and, therefore, are not shown as outstanding on this table on this table. |

  109. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (2) The number of shares reported in this column represents the number of shares payable pursuant to the time-vested RSUs granted in 2021, 2022 and 2023. |

  110. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (3) Amounts were calculated using $45.47 per share, the closing price of Company Common Stock at December 31, 2023. |

  111. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (4) Consists of target PSUs granted under the LTIP in 2021. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 2021 PSU grants are met at the end of the applicable three-year performance measurement period. |

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (5) Consists of target PSUs 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 PSU grants are met at the end of the applicable three-year performance measurement period. |

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (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. |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (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. |

  115. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    The Company does not issue stock option awards and has not issued stock options to its employees since 2003.

  116. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | Compensation Discussion and Analysis Option Exercises and Stock Vested for 2023 | ATI 2024 Proxy Statement | 69 |

  117. OPTION EXERCISES AND STOCK VESTED FOR 2023

    OPTION EXERCISES AND STOCK VESTED FOR 2023

  118. 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 |

  119. OPTION EXERCISES AND STOCK VESTED FOR 2023

    | (1) Consists of: (a) 237,795 shares, 70,150 shares, 59,449 shares and 53,504 shares awarded to Messrs. Wetherbee, Newman, Davis and Harris, respectively, and 71,337 shares awarded to Ms. Fields pursuant to their 2021 PSU awards, based on payout at 198.5% of their respective target awards; (b) 20,576 shares, 6,070 shares, 5,144 shares and 4,321 shares that vested for Messrs. Wetherbee, 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 2023. |

  120. OPTION EXERCISES AND STOCK VESTED FOR 2023

    | (2) Amounts were calculated using: (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 24, 2023, with respect to the 2020 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 January 4, 2023, with respect to the 2021 RSU shares and the 2022 RSU shares. |

  121. OPTION EXERCISES AND STOCK VESTED FOR 2023

    The Company does not issue stock option awards and has not issued stock options to its employees since 2003.

  122. PENSION BENEFITS FOR 2023

    PENSION BENEFITS FOR 2023

  123. PENSION BENEFITS FOR 2023

    | 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 | — | — | — |

  124. PENSION BENEFITS FOR 2023

    | (1) Messrs. Davis, Newman and Harris and Ms. Fields do not participate in any defined benefit plans. |

  125. PENSION BENEFITS FOR 2023

    | (2) Years of credited service reflect the number of years of service used for determining benefits for Mr. Wetherbee during his participation under the respective plans. |

  126. PENSION BENEFITS FOR 2023

    | (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. |

  127. PENSION BENEFITS FOR 2023

    | 70 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis Non-Qualified Deferred Compensation for 2023 |

  128. PENSION BENEFITS 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 collectively-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 at the time the respective companies became members of the controlled group that includes the Company. Allegheny Ludlum ceased pension accruals under its pension formula in 1988, except for employees who then met certain age and service 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. | | ATI Pension Plan 2 Qualified defined benefit plan The ATI Pension Plan 2 was a qualified defined benefit plan to which certain former participants in the ATI Pension Plan were 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 terms and conditions substantially the same as the ATI Pension Plan. Consequently, Mr. Wetherbee’s pension benefit was included in the ATI Pension Plan 2. His pension benefit formula includes a period of service with TDY. The ATI Pension Plan 2 was terminated effective December 31, 2022 and its assets liquidated during 2023, in connection with which, Mr. Wetherbee elected to receive a 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, in which Mr. Wetherbee participated. | Under the non-qualified ATI Benefit Restoration Plan, the Company accrues benefits for the NEOs that restore 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. |

  129. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

  130. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | Name | Registrant Contributions In Last FY ($)(1) | Aggregate Earnings In Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | 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 |

  131. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | (1) Reflects contributions made pursuant to the non-qualified defined contribution portion of the ATI Non-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 2023. |

  132. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | (2) Aggregate earnings for the ATI Non-Qualified Benefit Restoration Plan are calculated 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. |

  133. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | Compensation Discussion and Analysis Employment and Change in Control Agreements | ATI 2024 Proxy Statement | 71 |

  134. Change in Control Agreements

    | Compensation Discussion and Analysis Potential Payments Upon Termination | ATI 2024 Proxy Statement | 73 |

  135. POTENTIAL PAYMENTS UPON TERMINATION

    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 31, 2023. The closing price of Company Common Stock on the NYSE on that date was $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.

  136. Payments Made Upon Death or Disability

    | 74 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis Potential Payments Upon Termination |

  137. Payments Made Upon a Change in Control

    | Compensation Discussion and Analysis Potential Payments Upon Termination | ATI 2024 Proxy Statement | 75 |

  138. Payments Made Upon a Change in Control

    | 76 | | ATI 2024 Proxy Statement | Compensation Discussion and Analysis Potential Payments Upon Termination |

  139. Payments Made Upon a Change in Control

    | CEO Pay Ratio | ATI 2024 Proxy Statement | 77 |

  140. CEO PAY RATIO

    CEO PAY RATIO

  141. 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: |

  142. CEO PAY RATIO

    | 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. | | | | |

  143. CEO PAY RATIO

    | 78 | | ATI 2024 Proxy Statement | Pay Versus Performance |

  144. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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 Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning ATI’s variable pay-for-performance philosophy 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.

  145. PAY VERSUS PERFORMANCE

    | Year | 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 |

  146. PAY VERSUS PERFORMANCE

    | (1) Reflects total compensation for our CEO, Robert S. Wetherbee, who is our “Principal Executive Officer,” as determined in accordance with Item 402(c) of Regulation 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. |

  147. PAY VERSUS PERFORMANCE

    | (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.” |

  148. PAY VERSUS PERFORMANCE

    | (3) Reflects the average total compensation for our non-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: |

  149. PAY VERSUS PERFORMANCE

    | 2023: Kimberly A. Fields, Donald P. Newman, Elliot S. Davis and Timothy J. Harris |

  150. PAY VERSUS PERFORMANCE

    | 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. |

  151. PAY VERSUS PERFORMANCE

    | 2021: Ms. Fields and Messrs. Newman, Kramer and Davis |

  152. PAY VERSUS PERFORMANCE

    | 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 in mid-2021 and Patrick J. DeCourcy, former Senior Vice President, Finance and Chief Financial Officer, who retired in January 2020. |

  153. PAY VERSUS PERFORMANCE

    | (4) For a reconciliation of average Compensation Actually Paid to average Total Compensation as reflected on the Summary Compensation Table for our non-CEO NEOs, see the table below under the heading “Compensation Actually Paid to Non-CEO NEOs.” |

  154. PAY VERSUS PERFORMANCE

    | (5) The peer group used for the purposes of this table is the S&P MidCap 400 Industrials Index. |

  155. PAY VERSUS PERFORMANCE

    | (6) The Company Selected Measure for purposes of this table is ATI Adjusted EBITDA. |

  156. PAY VERSUS PERFORMANCE

    “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 on year-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:

  157. Compensation Actually Paid to CEO

    Compensation Actually Paid to CEO

  158. Compensation Actually Paid to CEO

    | Year | Amounts Reflected in 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) | Compensation Actually Paid ($) | | | Total Compensation (1) | Pension Value (2) | Equity Value (3) | | | | | | 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 |

  159. Compensation Actually Paid to CEO

    | (1) As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table. |

  160. Compensation Actually Paid to CEO

    | (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-type non-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. |

  161. Compensation Actually Paid to CEO

    | (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. |

  162. Compensation Actually Paid to CEO

    | Pay Versus Performance | ATI 2024 Proxy Statement | 79 |

  163. Compensation Actually Paid to CEO

    | (4) Aggregate year-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. |

  164. Compensation Actually Paid to CEO

    | (5) Changes in fair value determined by comparing fair values determined in the manner described above with comparable prior year values. |

  165. Compensation Actually Paid to CEO

    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 non-CEO NEOs during each of the years in question:

  166. Compensation Actually Paid to

    Compensation Actually Paid to

  167. Relationship Between Pay and Performance

    | 80 | | ATI 2024 Proxy Statement | Pay Versus Performance |