DEF 14A of Ati Inc, Mar 27, 2025

DEF 14A of Ati Inc

Filed Mar 27, 2025 · FY20240001193125-25-065233

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES At the Annual Meeting, Class II directors Leroy M. Ball, Carolyn Corvi and Robert S. Wetherbee will stand for re-election to a three-year term. ATI has a diverse, highly credentialed and highly experienced Board. Our directors, with their variety of tenure, qualifications, backgrounds, skills 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.

  2. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    | | | | | | Committees* | | | | | | | Name | Age | Independent | Principal occupation | Audit & Risk | CLDC | Nom Gov | Other public boards | Director since | | | Leroy M. Ball, Jr. | 56 | | Current President and Chief Executive Officer of Koppers Holdings Inc.; Audit Committee Financial Expert | ∎ | ∎ | | 1 | 2019 | | | Carolyn Corvi | 73 | | Retired executive at The Boeing Company | | ∎ | ∎ | 1 | 2012 | | | Robert S. Wetherbee | 65 | | Current Executive Chairman and former ATI President and Chief Executive Officer | | | | 1 | 2019 | | | Herbert J. Carlisle | 69 | | Retired President and Chief Executive Officer of the National Defense Industrial Association and United States Air Force four-star general. | ∎ | | | 0 | 2018 | | | Kimberly A. Fields | 55 | | Current ATI President and Chief Executive Officer | | | | 0 | 2024 | | | J. Brett Harvey | 74 | | Retired Chairman and Chief Executive Officer of CONSOL Energy, Inc. | | ∎ | ∎ | 2 | 2007 | | | David P. Hess | 69 | | Retired Chief Executive Officer of Arconic Corporation and executive at United Technologies Corporation | | ∎ | ∎ | 2 | 2019 | | | Marianne Kah | 71 | | Retired executive at ConocoPhillips | ∎ | | | 0 | 2019 | | | David J. Morehouse | 64 | | Current Senior Advisor to the President at the Pittsburgh Steelers and retired President and Chief Executive Officer at the Pittsburgh Penguins | ∎ | | | 0 | 2015 | | | Ruby Sharma | 58 | | Retired Partner at Ernst & Young LLP; Audit Committee Financial Expert | ∎ | | | 2 | 2023 |

  3. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    | ∎ Chairman | ∎ Member | | * CLDC = Compensation and Leadership Development Nom Gov = Nominating and Corporate Governance | |

  4. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    | Proxy Statement Summary | ATI 2025 Proxy Statement | 7 |

  5. Proposal 1: Election Of Directors

    Proposal 1: Election Of Directors Our Board of Directors has nominated Leroy M. Ball, Carolyn Corvi and Robert S. Wetherbee for re-election to the Board as Class II directors for three-year terms expiring in 2028. 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 than votes “FOR” such election, the director nominee must tender a 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 do not grant authority to vote with respect to the election of any of the nominees, your shares will not be voted with respect to the applicable nominees. 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. DIRECTOR TERMS

    DIRECTOR TERMS Our directors currently are divided into three classes, and the directors in each class generally serve for three-year terms unless they retire or are unable to serve due to death or disability. The term of one class of directors currently expires each year at our 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 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. Mandatory Retirement Policy: Our Corporate Governance Guidelines include a provision mandating retirement for our directors. An ATI director is expected to 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 reach the age of 75 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 reelection.

  7. OUR DIRECTOR NOMINATION PROCESS

    OUR 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. 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. The Nominating and Governance Committee considers director candidates suggested by sitting directors, senior management and stockholders, among other sources. It will evaluate stockholder recommended candidates on the same basis as candidates identified through other sources. Stockholder recommendations should be sent to ATI’s Corporate Secretary, who will forward the information to the Nominating and Governance Committee. The Board has, at times, engaged an external search firm to facilitate nationwide candidate searches as part of its refreshment efforts. The Committee believes that a wide-ranging and 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.

  8. OUR DIRECTOR NOMINATION PROCESS

    | Proposal 1: Election Of Directors Our Director Nomination Process | ATI 2025 Proxy Statement | 11 |

  9. Criteria for Director Nominees

    Criteria for Director Nominees Our Board engages, as appropriate, in refreshment efforts that focus on the significant characteristics and skill sets it considers most relevant to its continued effective and efficient oversight of our business and the risks that it faces. 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 Executive Chairman, Chief Executive Officer, other members of the Board (including as part of the Board’s annual self-evaluation) and executive management. Director candidates are generally selected on the basis of the following criteria:

  10. Criteria for Director Nominees

    | ◆ | business or professional experience; |

  11. Criteria for Director Nominees

    | ◆ | recognized achievement in their respective fields; |

  12. Criteria for Director Nominees

    | ◆ | high standards of integrity, judgment and independence; |

  13. Criteria for Director Nominees

    | ◆ | ability to devote sufficient time to the affairs of ATI; |

  14. Criteria for Director Nominees

    | ◆ | ability to represent the interests of all stockholders; and |

  15. Criteria for Director Nominees

    | ◆ | the skills and experience they add to Board’s overall competencies |

  16. Criteria for Director Nominees

    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. ATI has been recognized over more than a decade for the consistently strong representation of women on our Board. Our Board’s diversity of expertise and experience positions it well to effectively oversee our business in the context of the complex and rapidly evolving markets and geopolitical climate in which it operates.

  17. Criteria for Director Nominees

    | 12 | | ATI 2025 Proxy Statement | Proposal 1: Election Of Directors Our Director Nomination Process |

  18. Director Skills and Experience Matrix*

    Director Skills and Experience Matrix*

  19. Director Skills and Experience Matrix*

    | Experience/ Skill | | Representation on current Board | | | | | | | | | | | Cybersecurity | 30% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Corporate Responsibility/ESG | 40% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Finance/Accounting-focused Role | 40% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Labor Relations | 40% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Talent Development | 40% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Environmental/ Safety | 50% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Marketing/Communications | 50% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Technology/lnnovation/R&D | 60% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | M&A/Activism | 60% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Investor Relations | 60% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Sitting/Past CEO | 70% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Public Company Governance | 70% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Enterprise Risk Management | 70% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Industry Knowledge | 70% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Government Relations | 70% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Other Sr. Exec. (e.g. CFO, COO) | 80% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Manufacturing/Ops/Logistics/Sales | 80% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Other Public Company Board(s) | 80% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | International | 100% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Financial Literacy | 100% | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ |

  20. Director Skills and Experience Matrix*

    * Based on skills self-identified by each member of our Board.

  21. Director Skills and Experience Matrix*

    | Our Corporate Governance Our 2025 Director Nominees and Continuing Directors | ATI 2025 Proxy Statement | 13 |

  22. OUR 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    OUR 2025 DIRECTOR NOMINEES AND CONTINUING DIRECTORS Our Board determined that each of the three director nominees qualifies for election under the criteria for evaluation of directors and that Mr. Ball and Ms. Corvi 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.

  23. Nominees – Class II – Term to Expire at the 2028 Annual Meeting

    | | Leroy M. Ball, Jr. | | | Director since 2019 Age 56; Audit Committee Financial Expert |

  24. Nominees – Class II – Term to Expire at the 2028 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: ◆ Audit and Risk (Chair) ◆ Compensation and Leadership Development 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.) |

  25. Nominees – Class II – Term to Expire at the 2028 Annual Meeting

    | | Carolyn Corvi | | | Director since 2012 Age 73 |

  26. Nominees – Class II – Term to Expire at the 2028 Annual Meeting

    | | Robert S. Wetherbee | | | Executive Chair; Director since 2019 Age 65 |

  27. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

  28. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    | | Herbert J. Carlisle | | | Director since 2018 Age 69 |

  29. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    | General Carlisle served as President and Chief Executive Officer of the National Defense Industrial Association (NDIA) from March 2017 to April 2022, following a 39-year career in the United States Air Force, from which he retired as a four-star 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 Arabia. 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: Audit and Risk Skills and Qualifications 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 |

  30. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    | Our Corporate Governance Our 2025 Director Nominees and Continuing Directors | ATI 2025 Proxy Statement | 15 |

  31. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    | | David P. Hess | | | Director since 2019 Age 69 |

  32. Continuing Directors – 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: ◆ Nominating and Governance ◆ Compensation and Leadership Development Skills and Qualifications Mr. Hess’s qualifications include his extensive aerospace background and leadership experience, including as a former Chief Executive Officer. Current Directorships: ◆ Woodward, Inc. ◆ Southwest Airlines Co. Past Directorships: ◆ Arconic Corporation |

  33. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    | | Marianne Kah | | | Director since 2019 Age 71 |

  34. Continuing Directors – 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,” and in 2024 received certification in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors. She is Past President of the U.S. Association for Energy Economics and previously co-led the Energy Roundtable for the National Association for Business Economics. | Board Committees: Audit and Risk 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 |

  35. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    | 16 | | ATI 2025 Proxy Statement | Our Corporate Governance Our 2025 Director Nominees and Continuing Directors |

  36. Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting

    | | Ruby Sharma | | | Director since 2023 Age 58; Audit Committee Financial Expert |

  37. Continuing Directors – 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: Audit and Risk 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. ◆ S&C Electric Company ◆ Southwest Gas Holdings, Inc. Past Directorships ◆ Bowflex, Inc. ◆ Aspira Women’s Health ◆ Penn Medicine Princeton Health |

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

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

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

    | | Kimberly A. Fields | | | Director since 2024 Age 55 |

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

    | Ms. Fields became 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. | Skills and Qualifications Ms. Fields’s qualifications include her extensive leadership, operational and industry-specific knowledge and strategic planning expertise Past Directorships: ◆ Silgan Holdings, Inc. |

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

    | Our Corporate Governance Our 2025 Director Nominees and Continuing Directors | ATI 2025 Proxy Statement | 17 |

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

    | | J. Brett Harvey | | | Lead Independent Director; Director since 2007 Age 74 |

  43. 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: ◆ Nominating and Governance (Chair) ◆ Compensation and Leadership Development Skills and Qualifications Mr. Harvey’s qualifications include his significant oversight experience from serving as a public company chief executive officer, 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) ◆ Warrior Met Coal (Chairman) Past Directorships: ◆ CONSOL Energy Inc. (former Chairman) and CNX Gas Corporation (former Chairman) |

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

    | | David J. Morehouse | | | Director since 2015 Age 64 |

  45. 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: Audit and Risk Skills and Qualifications Mr. Morehouse’s qualifications include his leadership, strategic planning and development, operations, branding and marketing, and extensive government relations experience. |

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

    | 18 | | ATI 2025 Proxy Statement | Our Corporate Governance Our Commitment to Integrity, Corporate Governance and Sustainability |

  47. Our Board Leadership Structure

    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 Chairman 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. Ms. Fields joined our Board in February 2024 and became ATI’s President and Chief Executive Officer in July 2024, after serving in various executive leadership roles since 2019, including as President and Chief Operating Officer since June 2023. Mr. Wetherbee, our Executive Chairman since July 2024, preceded Ms. Fields as Chief Executive Officer. Mr. Harvey has served as Lead Independent Director since 2021.

  48. Stockholder Engagement Cycle

    | 32 | | ATI 2025 Proxy Statement | Our Corporate Governance Director Compensation |

  49. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-employee directors receive competitive, market-based 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 evaluates our non-employee director compensation program compared to industry peers and best practices and uses an independent consultant, Meridian Compensation Partners LLC, to provide market and comparison data and information on current developments in director compensation.

  50. Elements of Director Compensation

    Elements of Director Compensation

  51. Elements of Director Compensation

    | Pay Component | 2024 Compensation | | Annual Retainer | $250,000 – $125,000 Cash – $125,000 Restricted Stock Value | | Lead Independent Director Retainer | $40,000 | | Committee Chair Retainers* | Audit and Risk $25,000 Compensation and Leadership Development $20,000 Nominating and Governance $15,000 | | Board service travel expenses are also paid by the Company | |

  52. Elements of Director Compensation

    * During 2024, we also paid a $10,000 retainer to Mr. Hess for his service during the year as Chair of the former Technology Committee. The Board encourages directors to obtain a meaningful stock ownership interest in ATI. Under our stock ownership guidelines, 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 annual cash retainer that we pay to our directors. Furthermore, directors are required to retain one-third of any awarded stock until compliance with the guidelines is achieved. Our directors may opt to receive all or a portion of their cash retainer in shares of ATI stock. Each of our directors complied with the guidelines as of December 31, 2024 or is on track to comply by the five-year anniversary of their initial election to the Board.

  53. Elements of Director Compensation

    | Our Corporate Governance Corporate Responsibility | ATI 2025 Proxy Statement | 33 |

  54. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation

  55. 2024 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 | 124,986 | – | 274,986 | | H. J. Carlisle | 125,000 | 124,986 | – | 249,986 | | C. Corvi | 145,000 | 124,986 | – | 269,986 | | J. C. Diggs | 77,500 | 0 | – | 77,500 | | J. B. Harvey | 0 | 297,496 | – | 297,496 | | D. P. Hess | 140,000 | 124,986 | – | 264,986 | | M. Kah | 125,000 | 124,986 | – | 249,986 | | D. J. Morehouse | 0 | 249,972 | – | 249,972 | | R. Sharma | 125,000 | 124,986 | – | 249,986 |

  56. 2024 Non-Employee Director Compensation

    Non-employee directors are not granted option awards or non-equity incentive plan awards, and do not have ATI pensions or non-qualified deferred compensation earnings.

  57. 2024 Non-Employee Director Compensation

    | (1) Mr. Wetherbee and Ms. Fields do not receive any compensation for their service on the Board. Mr. Diggs, who retired from our Board immediately following our 2024 Annual Meeting, is receiving a benefit under the Company’s Fee Continuation Plan for Non-Employee Directors. Mr. Diggs did not receive a restricted stock award for 2024. |

  58. 2024 Non-Employee Director Compensation

    | (2) This column reflects annual retainer fees, including committee Chair fees. During 2024, 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 and Mr. Morehouse each elected to receive ATI stock in lieu of the portion of the 2024 director compensation that they would otherwise have been paid in cash. |

  59. 2024 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 2024 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. |

  60. Our Compensation Philosophy

    Our Compensation Philosophy The Compensation and Leadership Development 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:

  61. Our Compensation Philosophy

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

  62. 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 within ranges around 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.

  63. 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 other executive officers are 90% contingent on ATI’s financial performance. ◆ For 2024, 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 other executive officers 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. |

  64. 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 may, at any time, contact the consultant without involving management. For 2024, 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.

  65. Role of Independent Compensation Consultants

    | Compensation Discussion and Analysis 1. Our Compensation Framework and Philosophy | ATI 2025 Proxy Statement | 43 |

  66. Executive Compensation Highlights

    | | 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, which complies with SEC and NYSE rules, as well as additional recovery provisions that provide broader clawback discretion under certain circumstances. | | | 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 NEOs to retain 50% of the equity awarded to them until they meet the ownership guidelines. | | | 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. |

  67. Executive Compensation Highlights

    | | No employment agreements for executive officers. | | | No excise tax gross-ups in change in control agreements. | | | No executive perquisites such as significant unreimbursed personal air travel, club dues or tax gross-ups. |

  68. Compensation Setting Process

    | | | Responsibility: | Purpose: | Used to: | | | Review of Annual and Long-Term Business Plans | Board and management | Aligning incentive compensation with business objectives | Support determination of performance targets in incentive plans | | | Individual Performance Assessments | CLDC and CEO | Evaluating individual performance of CEO and, based on CEO input, our other executive officers | ◆ 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 ◆ Assist in setting individual award opportunities for the next year/ award cycle | | | Company Achievement of Performance Goals | CLDC and management | Determining award payments based on Company performance in completed performance periods | ◆ Determine award payouts ◆ Assist in determining appropriate performance goals for upcoming periods | | | Market and Peer Analysis | Compensation consultants | Benchmarking and making compensation recommendations for our executives | 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 | CLDC and management | Evaluating pay and performance relative to publicly available financial and compensation information to validate individual compensation plans | Assess achievement under the incentive plans relative to Company and peer performance | | | Stockholder Outreach | Management | Obtaining stockholder feedback on concerns and questions relating to plan design and performance | Understand expectations of investors and monitor trends in executive compensation from the perspective of stockholders. Used to evaluate compensation policies, practices and plans. |

  69. 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 |

  70. 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 ATI’s executive compensation program and in determining the competitiveness of our 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 the peer group to confirm that the constituent companies 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:

  71. Benchmarking Peer Group

    | 46 | | ATI 2025 Proxy Statement | Compensation Discussion and Analysis 2. How We Determine Executive Compensation |

  72. 2024 Benchmarking Peer Group

    2024 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. For performance measurement periods under the executive compensation plans beginning on January 1, 2024, the Benchmarking Peer Group consists of the companies listed below, against which ATI performed as follows for 2024: 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

  73. 2024 Benchmarking Peer Group

    | Compensation Discussion and Analysis 3. 2024 Executive Compensation Program Overview | ATI 2025 Proxy Statement | 47 |

  74. 2024 Benchmarking Peer Group

    | 3. | 2024 EXECUTIVE COMPENSATION PROGRAM OVERVIEW |

  75. 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 | | | 2024 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 (60%) ◆ Free Cash Flow (30%) ◆ Strategic/Individual goals (10%) | VARIABLE | | LONG- TERM INCENTIVE | Long-Term Incentive Plan: Performance Stock Units (“PSUs”) (70%) | To provide performance-based equity compensation designed to drive ATI’s earnings and motivate key managers. | Awards vest at the end of a three-year performance period based on achievement of specified goals. Awards granted in 2024 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 align executives’ and stockholders’ interests in share price appreciation. | 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. | |

  76. 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. Base salary is determined by market median data for each NEO’s respective position, individual performance and competitive pay positioning. For 2024 and 2023, annual base salaries for our NEOs were as follows:

  77. 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 officers, 90% of the performance goals are based on financial metrics, and 10% are based on strategic/individual goals, as described below.

  78. APP Financial Metrics

    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 that are challenging yet achievable, with a much higher level of difficulty to achieve performance that generates the maximum payout. Award Opportunities. Opportunities for the NEOs under the APP are expressed as a percentage of base salary. The Committee sets the potential award ranges for each 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 CEO. These evaluations are reviewed by the Committee, which performs its own assessment of the personal performance of our Executive Chairman and of our CEO and determines the amount of each NEO award. For 2024, 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 is sub-standard in the view of the Committee, 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. This discretion, coupled with the 10% personal goal component of our APP program, provides the Committee with flexibility to implement short-term incentives in a manner that, while largely designed to drive achievement of financial performance goals, also reflects our values and other qualitative considerations that are important to our business and our stakeholders.

  79. 2024 APP Award Opportunities for NEOs

    | | Annual Incentive Opportunities (percentage of base salary) | | | | | Continuing Named Executive Officer* | Below Threshold (0% of Target) | Threshold (25% of Target) | Target (100% of Target) | Maximum (200% of Target) | | Fields | 0% | 25% | 100% | 200% | | Wetherbee | 0% | 31.25% | 125% | 250% | | Newman | 0% | 20% | 80% | 160% | | Bhatia and Harris | 0% | 17.5% | 70% | 140% | | Busch | 0% | 15% | 60% | 120% |

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

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

  81. 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, subject to the recipient’s continued employment; and |

  82. 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. |

  83. 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. For 2024, the LTIP was structured as shown below.

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

    | Vehicle | | Performance | Vesting | Payout Range | | Performance Stock Units | | Relative TSR | Cliff vesting following a 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 | |

  85. Performance Stock Units

    Performance Stock Units PSUs awarded in January 2024 (“2024-2026 PSUs”) will vest following the conclusion of a three-year performance period ending on December 31, 2026 based on ATI’s TSR during the performance period relative to that of the pre-determined peer group described below:

  86. Performance Stock Units

    | TSR PEER GROUP | | The Committee reviewed many potential peer groups and indices and determined that the peer group we use to benchmark executive compensation was most appropriate. The use of the following peer group both for 2024 compensation benchmarking and for performance measurement for our 2024-2026 PSUs creates a direct link between pay and performance: |

  87. Performance Stock Units

    | ◆ Carpenter Technology Company ◆ Commercial Metals Company ◆ Crane Company ◆ Donaldson Company, Inc. ◆ Dover Corporation | ◆ Hexcel Corporation ◆ Howmet Aerospace Inc. ◆ ITT Inc. ◆ Materion Corporation ◆ Moog Inc. | ◆ Regal Rexnord Corporation ◆ Spirit AeroSystems Holdings Inc. ◆ The Timken Company ◆ Valmont Industries, Inc. ◆ Woodward, Inc. |

  88. Performance Stock Units

    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 2024.

  89. Negative TSR Cap

    Negative TSR Cap The Committee believes that it is important that payouts under our long-term incentive program are aligned with stockholder interests. Accordingly, if our absolute TSR for the three-year Performance Period ending December 31, 2026 is negative, then total payout for the Performance Period may not exceed 100%, regardless of our relative TSR.

  90. 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.

  91. Restricted Stock Units

    | 52 | | ATI 2025 Proxy Statement | Compensation Discussion and Analysis 5. 2024 Business and Incentive Compensation Results |

  92. Restricted Stock Units

    | 5. | 2024 BUSINESS AND INCENTIVE COMPENSATION RESULTS |

  93. Short-Term Incentive Compensation Program Results

    Short-Term Incentive Compensation Program Results

  94. 2024 APP Target and Earned Amounts for Each NEO

    | | | ($ in millions) | | | | | | Financial Performance Goals | Relative Weighting (% of Total Award) | Threshold | Target | Maximum | 2024 Actual Performance | 2024 Actual Achievement (% of Goal Target) | | ATI EBITDA | 60 | 590 | 680 | 730 | 728 | 194.8% | | ATI Free Cash Flow | 30 | 200 | 275 | 350 | 240 | 57.3% | | Aggregate Financial Performance | 90 | | | | | |

  95. 2024 APP Target and Earned Amounts for Each NEO

    | Aggregate Performance | Financial Performance Goals (90%) | Strategic/Individual Goals (10%) | Total 2024 Achievement (%) | Total 2024 Achievement ($) | | Fields | 149% | 125.0% | 146.6 | 1,422,302 | | Wetherbee | 149% | 125.0% | 146.6 | 1,514,420 | | Newman | 149% | 130.0% | 147.1 | 792,303 | | Bhatia | 149% | 100.0% | 144.1 | 464,234 | | Harris | 149% | 107.5% | 144.8 | 526,475 | | Busch | 149% | 110.0% | 145.1 | 412,698 | | Davis | 100% | 100.0% | 100.0 | 270,375 |

  96. Long-Term Incentive Compensation Program Results

    Long-Term Incentive Compensation Program Results

  97. 2022-2024 Performance-Vested Restricted Stock Units

    2022-2024 Performance-Vested Restricted Stock Units PSUs awarded in 2022 vested as of December 31, 2024 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, 2023 corresponding with the end of the 5th quarter out of 12 quarters covered by the three-year period. The awards were structured such that 12.5% of each award could be earned with respect to each measurement period at threshold, target and maximum levels according to the following scale: The awards stipulated that, if ATI’s absolute TSR for the three-year Performance Period ending December 31, 2024 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 2022-2024 PSUs settled in January 2025 at 200% of target as illustrated below:

  98. ATI TSR Positioning vs. Compensation Peer Group FY 2022 - 2024 by Quarter, Cumulative

    ATI TSR Positioning vs. Compensation Peer Group FY 2022 - 2024 by Quarter, Cumulative

  99. ATI TSR Positioning vs. Compensation Peer Group FY 2022 - 2024 by Quarter, Cumulative

    | Note: | Mar ‘22-Dec’22 shown for reference only (not used in final payout determination) |

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

    | ◆ | 2024 and 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 2024 that ranged from approximately 100% to 147% of their respective target awards, following similar payout levels for 2023. These outcomes reflect both our outstanding business performance and our executives’ meaningful personal achievement over the course of both 2024 and 2023, as well as the highly challenging nature of the levels of performance we established for both target and maximum payout under program. |

  101. 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 2024, 2023, 2022 and 2021 short-term incentive program were meaningfully above target, reflecting recent successes and, for 2021 and 2022, 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. |

  102. 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, and our 2022-2024 PSUs, which settled in early 2025, paid at or near 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 for several years prior to 2023. |

  103. 2024 NEO Performance-Based Compensation

    | Named Executive Officer | 2024 Base Salary Rate ($) | 2024 Annual Performance Plan (APP) ($) | 2022-2024 Performance Restricted Share Units($)(1) | | Fields | 862,500 | 1,422,302 | 6,699,530 | | Wetherbee | 895,000 | 1,514,420 | 16,241,409 | | Newman | 675,000 | 792,303 | 5,359,556 | | Bhatia | 620,000 | 464,234 | N/A | | Harris | 520,000 | 526,474 | 3,816,638 | | Busch | 475,000 | 412,697 | 1,209,510 | | Davis | 515,000 | 270,375 | 3,721,961 |

  104. 2024 NEO Performance-Based Compensation

    | (1) Based on ATI’s achievement of specific financial performance goals for the period from January 1, 2022 through December 29, 2024. The amounts shown reflect achievement at 200% of target, and a per share value of $56.63 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 6, 2025. |

  105. 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 in the event the executive is terminated 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 and to provide a level of financial security intended to help them maintain focus and productivity. Based on 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.

  106. SUMMARY COMPENSATION TABLE FOR 2024

    SUMMARY COMPENSATION TABLE FOR 2024 The following Summary Compensation Table sets forth information about the compensation paid by the Company to the persons who served as the Chief Executive Officer during the fiscal year ended December 29, 2024, the Chief Financial Officer during the fiscal year ended December 29, 2024, and each of the other three most highly compensated executives who were serving as executive officers as of December 31, 2024. In addition, this information is provided with respect to Mr. Davis, for whom disclosure otherwise would have been provided but for the fact that he was no longer serving as an executive officer of the Company as of December 2024.

  107. SUMMARY COMPENSATION TABLE FOR 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Kimberly A. Fields | 2024 | 855,769 | — | 3,461,225 | 1,422,302 | — | 152,521 | 5,891,817 | | President and CEO | 2023 | 726,538 | — | 2,118,819 | 957,214 | — | 164.416 | 3,996,987 | | | 2022 | 657,692 | — | 3,524,889 | 1,282,500 | — | 173,875 | 5,638,956 | | Robert S. Wetherbee | 2024 | 903,654 | — | 4,518,727 | 1,514,420 | 5,076 | 231,884 | 7,173,761 | | Executive Chairman and former CEO | 2023 | 973,077 | — | 4,774,796 | 1,632,945 | 17,259 | 272,477 | 7,670,554 | | | 2022 | 925,000 | — | 7,555,702 | 2,254,687 | — | 272,218 | 11,007,607 | | Donald P. Newman | 2024 | 673,269 | — | 1,677,552 | 792,303 | — | 117,113 | 3,260,237 | | EVP, Finance and CFO | 2023 2022 | 628,846 599,615 | — 116,667 | 1,654,456 2,908,431 | 670,853 930,603 | — — | 130,998 142,506 | 3,085,153 4,697,822 | | Vaishali S. Bhatia(6) | 2024 | 460,231 | 700,000 | 3,784,007 | 464,235 | — | 31,853 | 5,440,325 | | SVP, General Counsel & CCO | | | | | | | | | | Timothy J. Harris(6) | 2024 | 519,231 | — | 1,174,830 | 526,474 | — | 80,965 | 2,301,500 | | SVP and CDIO | 2023 | 498,846 | — | 1,193,696 | 460,061 | — | 91,877 | 2,244,480 | | Tina K. Busch(6) | 2024 | 474,038 | 150,000 | 939,014 | 412,698 | — | 64,791 | 2,040,541 | | SVP and CHRO | | | | | | | | | | Elliot S. Davis | 2024 | 515,000 | 97,328 | 1,163,530 | 270,375 | — | 76,477 | 2,122,710 | | Former Chief Legal Officer | 2023 | 514,423 | — | 1,229,507 | 467,585 | — | 103,278 | 2,314,793 | | | 2022 | 500,000 | — | 2,304,016 | 682,500 | — | 96,809 | 3,583,325 |

  108. SUMMARY COMPENSATION TABLE FOR 2024

    | (1) Bonus: The amounts shown in this column for 2024 include signing bonuses paid to Ms. Bhatia and Ms. Busch and a lump sum payable to Mr. Davis in connection with his retirement. |

  109. SUMMARY COMPENSATION TABLE FOR 2024

    | (2) Stock Awards: The values in this column for 2024 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 2024. Regular 2024 LTIP awards for our NEOs were comprised 70% of PSUs and 30% of time-vested RSUs. The PSUs vest based on the Company’s 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 PSU 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 2024 amounts (including both RSUs and PSUs) for each NEO would be as follows: Ms. Fields, $5,452,471; Mr. Wetherbee, $7,837,487; Mr. Newman, $2,909,624; Ms. Bhatia, $4,727,062; Mr. Harris, $2,037,702; Ms. Busch, $1,628,683; and Mr. Davis, $2,018,094. 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 2024 was $50.66. The fair value of nonvested restricted stock unit awards, or RSUs, are measured based on the stock price at the grant date. For the 2024 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, 2024), which was $42.74. See Note 16 to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 for further information. |

  110. SUMMARY COMPENSATION TABLE FOR 2024

    | (3) Non-equity Incentive Plan Compensation: Consists of performance-based (and not discretionary) cash awards paid under the 2024 APP. |

  111. SUMMARY COMPENSATION TABLE FOR 2024

    | (4) 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” on pages 64 and 65 of this Proxy Statement for more information. |

  112. SUMMARY COMPENSATION TABLE FOR 2024

    | (5) 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 2024 that follows for additional information. |

  113. SUMMARY COMPENSATION TABLE FOR 2024

    | (6) New NEOs: Neither Ms. Bhatia nor Ms. Busch was an NEO prior to 2024. Mr. Harris was an NEO for 2023 and 2024. |

  114. SUMMARY COMPENSATION TABLE FOR 2024

    | 60 | | ATI 2025 Proxy Statement | Compensation Discussion and Analysis Summary Compensation Table for 2024 |

  115. All Other Compensation for 2024

    | Compensation Discussion and Analysis Grants of Plan-Based Awards for 2024 | ATI 2025 Proxy Statement | 61 |

  116. GRANTS OF PLAN-BASED AWARDS FOR 2024

    GRANTS OF PLAN-BASED AWARDS FOR 2024

  117. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | | | | 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 of | Exercise Or Base | Grant Date Fair Value of | | Name | Description(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock (#) | Securities Underlying Options (#) | Price of Option Awards ($/sh) | Plan-Based Equity Awards ($)(2) | | Fields | APP | | 489,063 | 978,125 | 1,956,250 | | | | | | | | | | RSU | 7/1/2024 | | | | | | | 13,822 | | | 749,982 | | | RSU | 1/3/2024 | | | | | | | 16,846 | | | 719,998 | | | PSU | 1/3/2024 | | | | 19,654 | 39,307 | 78,614 | | | | 1,991,245 | | | Total | | 489,063 | 978,125 | 1,956,250 | 19,654 | 39,307 | 78,614 | 30,668 | | | 3,461,225 | | Wetherbee | APP | | 512,500 | 1,025,000 | 2,050,000 | | | | | | | | | | RSU | 1/3/2024 | | | | | | | 28,076 | | | 1,199,988 | | | PSU | 1/3/2024 | | | | 32,756 | 65,512 | 131,024 | | | | 3,318,759 | | | Total | | 512,500 | 1,025,000 | 2,050,000 | 32,756 | 65,512 | 131,024 | 28,076 | | | 4,518,747 | | Newman | APP | | 270,000 | 540,000 | 1,080,000 | | | | | | | | | | RSU | 1/3/2024 | | | | | | | 10,423 | | | 445,479 | | | PSU | 1/3/2024 | | | | 12,161 | 24,321 | 48,642 | | | | 1,232,073 | | | Total | | 270,000 | 540,000 | 1,080,000 | 12,161 | 24,321 | 48,642 | 10,423 | | | 1,677,552 | | Bhatia | APP | | 162,750 | 325,500 | 651,000 | | | | | | | | | | RSU | 3/20/2024 | | | | | | | 58,456 | | | 2,840,962 | | | PSU | 3/20/2024 | | | | 8,186 | 16,371 | 32,742 | | | | 943,045 | | | Total | | 162,750 | 325,500 | 651,000 | 8,186 | 16,371 | 32,742 | 58,456 | | | 3,784,007 | | Harris | APP | | 182,000 | 364,000 | 728,000 | | | | | | | | | | RSU | 1/3/2024 | | | | | | | 7,299 | | | 311,959 | | | PSU | 1/3/2024 | | | | 8,517 | 17,033 | 34,066 | | | | 862,871 | | | Total | | 182,000 | 364,000 | 728,000 | 8,517 | 17,033 | 34,066 | 7,299 | | | 1,174,830 | | Busch | APP | | 142,500 | 285,000 | 570,000 | | | | | | | | | | RSU | 1/3/2024 | | | | | | | 5,834 | | | 249,345 | | | PSU | 1/3/2024 | | | | 6,807 | 13,614 | 27,228 | | | | 689,669 | | | Total | | 142,500 | 285,000 | 570,000 | 6,807 | 13,614 | 27,228 | 5,834 | | | 939,014 | | Davis | APP | | 135,188 | 270,375 | 540,750 | | | | | | | | | | RSU | 1/3/2024 | | | | | | | 7,229 | | | 308,967 | | | PSU | 1/3/2024 | | | | 8,435 | 16,869 | 33,738 | | | | 854,563 | | | Total | | 135,188 | 270,375 | 540,750 | 8,435 | 16,869 | 33,738 | 7,229 | | | 1,163,530 |

  118. GRANTS OF PLAN-BASED AWARDS FOR 2024

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

  119. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | (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. |

  120. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | 62 | | ATI 2025 Proxy Statement | Compensation Discussion and Analysis Outstanding Equity Awards at Fiscal Year-End for 2024 |

  121. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

  122. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | | | 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) | | Fields | 1/4/2022 | 13,146 | 723,556 | | | | | 1/4/2022 | | | 71,795(4) | 3,951,597 | | | 1/3/2023 | 12,009 | 660,975 | | | | | 1/3/2023 | | | 42,033(5) | 2,313,496 | | | 1/3/2024 | 16,846 | 927,204 | | | | | 1/3/2024 | | | 39,307(6) | 2,163,457 | | | 7/1/2024 | 13,822 | 760.763 | | | | | | 55,823 | 3,072,498 | 153,135 | 8,428,550 | | Wetherbee | 1/4/2022 | 31,869 | 1,754,070 | | | | | 1/4/2022 | | | 128,205(4) | 7,056,403 | | | 1/3/2023 | 27,063 | 1,489,548 | | | | | 1/3/2023 | | | 94,722(5) | 5,213,499 | | | 1/3/2024 | 28,076 | 1,545,303 | | | | | 1/3/2024 | | | 65,512(6) | 3,605,780 | | | | 87,088 | 4,788,921 | 288,439 | 15,875,682 | | Newman | 1/4/2022 | 10,516 | 578,801 | | | | | 1/4/2022 | | | 61,538(4) | 3,387,052 | | | 1/3/2023 | 9,377 | 516,110 | | | | | 1/3/2023 | | | 32,821(5) | 1,806,468 | | | 1/3/2024 | 10,423 | 573,682 | | | | | 1/3/2024 | | | 24,321(6) | 1,338,628 | | | | 30,316 | 1,668,593 | 118,680 | 6,532,148 | | Bhatia | 3/20/2024 | 58,456 | 3,217,418 | | | | | 3/20/2024 | | | 16,371(6) | 901,060 | | | | 58,456 | 3,217,418 | 16,371 | 901,060 | | Harris | 1/4/2022 | 7,489 | 412,195 | | | | | 1/4/2022 | | | 51,282(4) | 2,822,561 | | | 1/3/2023 | 6,765 | 372,346 | | | | | 1/3/2023 | | | 23,680(5) | 1,303,407 | | | 1/3/2024 | 7,299 | 401,737 | | | | | 1/3/2024 | | | 17,033(6) | 937,496 | | | | 21,553 | 1,186,278 | 91,995 | 5,063,404 | | Busch | 10/10/2022 | 8,555 | 470,867 | | | | | 10/10/2022 | | | 41,666(4) | 2,293,297 | | | 1/3/2023 | 4,566 | 251,313 | | | | | 1/3/2023 | | | 15,984(5) | 879,759 | | | 1/3/2024 | 5,834 | 321,103 | | | | | 1/3/2024 | | | 13,614(6) | 749,315 | | | | 18,995 | 1,043,283 | 71,264 | 3,922,371 | | Davis | 1/4/2022 | | | 32,865(4) | 1,808,890 | | | 1/3/2023 | | | 14,228 | 783,109 | | | 1/3/2024 | | | 16,869(6) | 928,470 | | | | | | 63,962 | 3,520,469 |

  123. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | (1) This table relates to awards under the current LTIP, including (a) time-vested RSUs granted in 2022, 2023 and 2024, 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 2025 and 2026, 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, 2024 were settled during the first quarter of 2025 but vested as of December 31, 2024 and, therefore, are not shown as outstanding on this table on this table. |

  124. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | (2) The number of shares reported in this column represents the number of shares payable pursuant to the time-vested RSUs granted in 2022, 2023 and 2024. |

  125. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | (3) Amounts were calculated using $55.04 per share, the closing price of Company Common Stock at December 31, 2024. |

  126. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | (4) 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. |

  127. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | (5) 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. |

  128. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | (6) Consists of target PSUs granted under the LTIP in 2024. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 2024 PSU grants are met at the end of the applicable three-year performance measurement period. |

  129. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    The Company does not issue stock option awards or stock appreciation rights and has not issued stock options or stock appreciation rights to its employees since 2003. The Company does not anticipate that it will use stock options or stock appreciation rights as part of its compensation program going forward. The Company does not have any program, plan, or practice to time annual or ad hoc grants of equity-based awards in coordination with the release of material non-public information or otherwise, and does not grant stock options or stock appreciation rights during periods in which there is material nonpublic information about the Company, including at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  130. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | Compensation Discussion and Analysis Option Exercises and Stock Vested for 2024 | ATI 2025 Proxy Statement | 63 |

  131. OPTION EXERCISES AND STOCK VESTED FOR 2024

    OPTION EXERCISES AND STOCK VESTED FOR 2024

  132. OPTION EXERCISES AND STOCK VESTED FOR 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Fields | 173,744 | 9,088,363 | | Wetherbee | 443,493 | 22,980,581 | | Newman | 145,935 | 7,568,341 | | Bhatia | 0 | 0 | | Harris | 111,558 | 5,715,402 | | Busch | 28,156 | 1,529,212 | | Davis | 131,077 | 6,992,678 |

  133. OPTION EXERCISES AND STOCK VESTED FOR 2024

    | (1) Consists of: (a) 71, 336 shares awarded to Mr. Wetherbee and 20,806 shares awarded to each of Messrs. Newman, Harris and Davis and to Ms. Fields pursuant to a one -time PSU award granted in 2021, based on payout at 198.5% of their respective target awards, (b) 286,824 shares, 94,650 shares, 67,402 shares and 65,730 shares awarded to Messrs. Wetherbee, Newman, Harris and Davis, respectively, 118,314 shares awarded to Ms. Fields, and 21,360 shares awarded to Ms. Busch, pursuant to their 2022 PSU awards, based on payout at 200% of their respective target awards; (c) 111,268 shares, 36,079 shares, 33,284 shares and 34,283 shares that vested for Messrs. Wetherbee, Newman, Harris and Davis, respectively, and 36,279 shares that vested for Ms. Fields, on the third anniversary of the grant date for the RSUs granted to each of them in 2021, (d) 31,869 shares, 10,517 shares, 7,489 shares and 7,967 shares that vested for Messrs. Wetherbee, Newman, Harris and Davis, respectively, and 13,146 shares and 3,164 shares that vested for Ms. Fields and Ms. Busch, respectively, on the second anniversary of the grant date for the RSUs granted to each of them in 2022 and (e) 13,532 shares, 4,689 shares, 3,383 shares and 3,485 shares that vested for Messrs. Wetherbee, Newman, Harris and Davis, respectively, and 6,005 shares and 2,284 shares that vested for Ms. Fields and Ms. Busch, respectively, on the first anniversary of the grant date for the RSUs granted to each of them in 2023. For Mr. Davis, includes 19,612 additional shares that vested by their terms in connection with his retirement. |

  134. OPTION EXERCISES AND STOCK VESTED FOR 2024

    | (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 stock on the NYSE on January 9, 2024, with respect to the one-time 2021 PSU award, (b) $56.63 per share, which was the average of the high and low trading prices of the Company’s common stock on the NYSE on January 6, 2025, with respect to the 2022 PSUs; (c) $43.56 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 2022 and 2021 RSU shares; and (d) $43.19 per share, which was the average of the high and low trading prices of the Company’s common stock on the NYSE on January 3, 2024, with respect to the 2023 RSU shares. |

  135. OPTION EXERCISES AND STOCK VESTED FOR 2024

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

  136. PENSION BENEFITS FOR 2024

    PENSION BENEFITS FOR 2024

  137. PENSION BENEFITS FOR 2024

    | Name(1) | Plan Name | Years of Credited Service (#)(2) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Fields | N/A | — | — | — | | Wetherbee | ATI Pension Plan 2 | 3 | — | 119,888 | | | ATI Non-Qualified Benefit Restoration Plan | 3 | 158,239 | — | | Newman | N/A | — | — | — | | Harris | N/A | — | — | — | | Busch | N/A | — | — | — | | Davis | N/A | — | — | — |

  138. PENSION BENEFITS FOR 2024

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

  139. PENSION BENEFITS FOR 2024

    | (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. |

  140. PENSION BENEFITS FOR 2024

    | (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” on page 63 of this Proxy Statement for more information. |

  141. PENSION BENEFITS FOR 2024

    | 64 | | ATI 2025 Proxy Statement | Compensation Discussion and Analysis Non-Qualified Deferred Compensation for 2024 |

  142. PENSION BENEFITS FOR 2024

    | 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. |

  143. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

  144. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    | Name | Registrant Contributions In Last FY ($)(1) | Aggregate Earnings In Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Fields | 117,439 | 10,948 | — | 444,754 | | Wetherbee | 175,328 | 29,721 | — | 1,138,465 | | Newman | 79,930 | 7,453 | — | 304,285 | | Bhatia | 4,609 | 14 | — | 4,623 | | Harris | 50,743 | 5,227 | — | 213,646 | | Busch | 34,845 | 1,320 | — | 66,846 | | Davis | 42,608 | 19,568 | — | 730,129 |

  145. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    | (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 2024. |

  146. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    | (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. |

  147. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    | Compensation Discussion and Analysis Employment and Change in Control Agreements | ATI 2025 Proxy Statement | 65 |

  148. Change in Control Agreements

    | Compensation Discussion and Analysis Potential Payments Upon Termination | ATI 2025 Proxy Statement | 67 |

  149. 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 27, 2024, which was the last business day of our 2024 fiscal year. The closing price of Company Common Stock on the NYSE on that date was $55.45. 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. We have not included Mr. Davis in the tables below because he was not employed by us at the end of 2024, and the amounts paid or payable in the 2024 fiscal year to Mr. Davis in connection with his retirement are included in the Summary Compensation Table, Option Exercises and Stock Vested Table for 2024 and the related discussion above, including the CD&A.

  150. Payments Made Upon Death or Disability

    | 68 | | ATI 2025 Proxy Statement | Compensation Discussion and Analysis Potential Payments Upon Termination |

  151. Payments Made Upon a Change in Control

    | Compensation Discussion and Analysis Potential Payments Upon Termination | ATI 2025 Proxy Statement | 69 |

  152. Payments Made Upon a Change in Control

    | 70 | | ATI 2025 Proxy Statement | Compensation Discussion and Analysis Potential Payments Upon Termination |

  153. Payments Made Upon a Change in Control

    | Compensation Discussion and Analysis Potential Payments Upon Termination | ATI 2025 Proxy Statement | 71 |

  154. Payments Made Upon a Change in Control

    | 72 | | ATI 2025 Proxy Statement | CEO Pay Ratio |

  155. CEO PAY RATIO

    CEO PAY RATIO

  156. CEO PAY RATIO

    | For 2024, 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 69:1. 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: |

  157. CEO PAY RATIO

    | Selection of Determination Date | We selected December 31, 2024, as the date on which we would identify the median employee from our adjusted employee population for 2024. | | | Determination of Adjusted Employee Population | As of December 31, 2024, we had a total of 7,503 U.S. and non-U.S. employees. To establish the population for identifying our median employee, we excluded 200 employees who were on either leave or suspended status, as well as 69 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 December 31, 2022 consisted of approximately 7,234 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 December 31, 2024) | Headcount at December 31, 2024 By Region |

  158. CEO PAY RATIO

    | United Kingdom | 18 | Korea | 6 | | | Germany | 12 | Singapore | 3 | | | France | 12 | Taiwan | 2 | | | Japan | 8 | Italy | 1 | | | Korea | 6 | Spain | 2 | |

  159. CEO PAY RATIO

    | Identification of Median Employee | We compared the cash compensation, including wages, overtime, salary and bonuses, paid during our fiscal year 2024 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, 2024; and ◆ annualized the compensation of each full-time or part-time employee who was hired in 2024 and included in the adjusted employee population. | | Calculation of Annual Total Compensation | ◆ We determined the median employee’s 2024 annual total compensation to be $90,854, which is the amount that would have been reported for our median employee in the “Total” column of our 2024 Summary Compensation Table if he had been a Named Executive Officer for fiscal 2024. ◆ We determined the CEO’s 2024 annual total compensation to be $6,304,621. We used the amount reported for Ms. Fields, who became our CEO in July 2024, in the “Total” column* of our 2024 Summary Compensation Table ($5,891,817), except that in accordance with applicable SEC rules, we annualized her salary and non-equity incentive plan compensation to reflect the amounts that she would have received, in each case, had she, for the full year 2024, been CEO and receiving compensation for the full year at the levels in place as of December 29, 2024. *See Summary Compensation Table “Total” column (j) on page 59 of this proxy statement. |

  160. CEO PAY RATIO

    | Pay Versus Performance | ATI 2025 Proxy Statement | 73 |

  161. 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 201 0 , 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.”

  162. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table total for CEO Wetherbee ($) (1) | Summary Compensation Table total for CEO Fields ($) (2) | Compensation actually paid to CEO Wetherbee ($) | Compensation actually paid to CEO Fields ($) | Average Summary Compensation Table total for non-CEO NEOs ($) (3) | Average Compensation actually paid to non-CEO NEOs ($) (4) | Value of initial fixed $100 investment based on: | | Net Income ($ in millions) | ATI Adjusted EBITDA ($ in millions) (6) | | | | | | | | | Total shareholder return ($) | Peer group total shareholder return ($) (5) | | | | 2024 | 7,173,761 | 5,891,817 | 41,116,787 | 18,472,411 | 3,033,063 | 9,215,541 | 266.41 | 197.51 | 367.8 | 729.1 | | 2023 | 7,670,554 | N/A | 35,206,270 | N/A | 2,902,853 | 12,593,071 | 220.09 | 174.04 | 410.8 | 634.6 | | 2022 | 11,007,608 | N/A | 32,090,373 | N/A | 4,410,737 | 11,733,557 | 144.53 | 132.42 | 323.5 | 612.8 | | 2021 | 7,590,345 | N/A | 6,677,580 | N/A | 2,792,700 | 2,480,715 | 77.11 | 149.62 | 184.6 | 366.5 | | 2020 | 5,710,651 | N/A | 1,229,666 | N/A | 2,107,531 | 692,423 | 81.17 | 116.49 | (1,559.6) | 196.3 |

  163. PAY VERSUS PERFORMANCE

    | (1) For 2024, reflects total compensation for our former CEO, Robert S. Wetherbee, who was our “Principal Executive Officer” through June 30, 2024, as determined in accordance with Item 402(c) of Regulation S-K (“Item 402(c)”) and reflected on the Company’s 2024 Summary Compensation Table as shown on page 59 of this Proxy Statement (the “Summary Compensation Table”). 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 heading “Compensation Actually Paid to CEO.” |

  164. PAY VERSUS PERFORMANCE

    | (2) For 2024, reflects total compensation for our current CEO, Kimberly A. Fields, who became our “Principal Executive Officer” on July 1, 2024 as determined in accordance with Item 402(c) and reflected on the Summary Compensation Table. For a reconciliation of Compensation Actually Paid to Total Compensation as reflected on the Summary Compensation Table for Ms. Fields for 2024, see the immediately following table under the headings “Compensation Actually Paid to CEO.” |

  165. 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 Co mpen sation Table for 2024, 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: |

  166. PAY VERSUS PERFORMANCE

    | 2024: Donald P. Newman, Vaishali S. Bhatia, Timothy J. Harris, Tina K. Busch and Elliot S. Davis |

  167. PAY VERSUS PERFORMANCE

    | 2023: Ms. Fields and Messrs. Newman, Harris and Davis |

  168. 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. |

  169. PAY VERSUS PERFORMANCE

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

  170. 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. |

  171. 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.” |

  172. PAY VERSUS PERFORMANCE

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

  173. PAY VERSUS PERFORMANCE

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

  174. 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:

  175. Compensation Actually Paid to CEO

    Compensation Actually Paid to CEO

  176. 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) | | | | | | 2024 (Fields) | 5,891,817 | — | (3,461,225) | 4,538,766 | 3,989,042 | 7,512,010 | 18,472,411 | | 2024 (Wetherbee) | 7,173,761 | (5,076) | (4,518,727) | 11,507,917 | 7,858,424 | 19,100,489 | 41,116,787 | | 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 |

  177. Compensation Actually Paid to CEO

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

  178. Compensation Actually Paid to CEO

    | 74 | | ATI 2025 Proxy Statement | Pay Versus Performance |

  179. Compensation Actually Paid to CEO

    | (2) 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. |

  180. Compensation Actually Paid to CEO

    | (3) Aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made under the Company’s LTIP. 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. |

  181. Compensation Actually Paid to CEO

    | (4) Aggregate year-end 2024, 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. |

  182. 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. |

  183. 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:

  184. Compensation Actually Paid to

    Compensation Actually Paid to

  185. Relationship Between Pay and Performance

    | Pay Versus Performance | ATI 2025 Proxy Statement | 75 |

  186. Relationship Between Pay and Performance

    | 76 | | ATI 2025 Proxy Statement | Pay Versus Performance |