DEF 14A of Ati Inc
Filed Mar 24, 2026 · FY20250001193125-26-121340
PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES
PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES At the Annual Meeting, Class III directors Kimberly A. Fields, Elizabeth H. Lund and David J. Morehouse each will stand for re-election to a three-year term. J. Brett Harvey and Robert S. Wetherbee will retire from our Board effective at the conclusion of the Annual Meeting. ATI has a diverse, highly credentialed and highly experienced Board. Our directors, with their variety of tenure, qualifications, backgrounds, skills and experience contribute to a Board that is well-rounded and well-positioned to effectively oversee our business and promote the interests of our stakeholders.
PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES
| | | | | | Committees* | | | | | | | Name | Age | Independent | Principal occupation | Audit & Risk | CLDC | Nom Gov | Other public boards | Director since | | | Kimberly A. Fields | 56 | | ATI President and Chief Executive Officer; Board Chair-elect | | | | 0 | 2024 | | | Elizabeth H. Lund | 61 | | Retired executive at The Boeing Company | ∎ | | | 0 | 2025 | | | David J. Morehouse | 65 | | Senior Advisor to the President at the Pittsburgh Steelers and retired President and Chief Executive Officer at the Pittsburgh Penguins | | | ∎ | 0 | 2015 | | | Leroy M. Ball, Jr. | 57 | | Board Chair and Chief Executive Officer of Koppers Holdings Inc. | ∎ | | ∎ | 1 | 2019 | | | Herbert J. Carlisle | 70 | | Retired President and Chief Executive Officer of the National Defense Industrial Association and United States Air Force four-star general | ∎ | ∎ | | 0 | 2018 | | | Carolyn Corvi | 74 | | Retired executive at The Boeing Company | | ∎ | ∎ | 1 | 2012 | | | David P. Hess | 70 | | Retired Chief Executive Officer of Arconic Corporation and executive at United Technologies Corporation | | ∎ | ∎ | 2 | 2019 | | | Marianne Kah | 72 | | Retired executive at ConocoPhillips | ∎ | ∎ | | 0 | 2019 | | | Jean Lydon-Rodgers | 62 | | Retired GE Aviation Services executive | ∎ | | | 0 | 2025 | | | Ruby Sharma | 59 | | Retired Partner at Ernst & Young LLP | ∎ | | | 2 | 2023 |
PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES
| Audit Committee Finacial Expert | ∎ Chair | ∎ Member | | | * CLDC = Compensation and Leadership Development Nom Gov = Nominating and Corporate Governance | |
PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES
| Proxy Statement Summary | ATI 2026 Proxy Statement | 7 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board of Directors has nominated Kimberly A. Fields, Elizabeth H. Lund and David J. Morehouse for re-election to the Board as Class III directors for three-year terms expiring in 2029. Plurality Voting: Directors are elected by a plurality of the votes cast. This means that the three nominees 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 require 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, that 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 of votes have 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 one or more of the nominees, your shares will not be voted with respect to the applicable nominees. If you indicated you wish to WITHHOLD your vote for a particular nominee, 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 individuals designated as proxies will vote for a Board-designated substitute nominee, or the Board may reduce the number of directors. The Company has no reason to believe that any of the nominees for election will be unable or unwilling to serve.
DIRECTOR TERMS
DIRECTOR TERMS Our directors 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 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 also may 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 mandate that ATI directors retire from the Board no later than the conclusion of the first Annual Meeting of Stockholders that occurs after their 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 re-election.
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. The Nominating and Governance Committee considers director candidates identified by external search firms engaged by the Committee, sitting directors, senior management and stockholders, among other sources. The Committee 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 closely meet the experience, skill and other criteria established by the Committee as necessary or desirable additions to the Board. Elizabeth Lund and Jean Lydon-Rodgers joined our Board following a national search facilitated by an external search firm. 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.
OUR DIRECTOR NOMINATION PROCESS
| 12 | ATI 2026 Proxy Statement | Proposal 1: Election of Directors Our Director Nomination Process |
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 ATI 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 Board Chair, Chief Executive Officer, and other members of the Board (including as part of the Board’s annual self-evaluation) and executive management. Director candidates generally are selected on the basis of the following criteria:
Criteria for Director Nominees
| ◆ | business or professional experience; |
Criteria for Director Nominees
| ◆ | recognized achievement in their respective fields; |
Criteria for Director Nominees
| ◆ | high standards of integrity, judgment and independence; |
Criteria for Director Nominees
| ◆ | ability to devote sufficient time to the affairs of ATI; |
Criteria for Director Nominees
| ◆ | ability to represent the interests of all stockholders; and |
Criteria for Director Nominees
| ◆ | the skills and experience they add to the Board’s overall competencies. |
Criteria for Director Nominees
Board Diversity is one of many criteria considered by the Board when evaluating candidates. A key factor in identifying director nominees is our interest in building a cognitively diverse board representing a wide breadth of experience and perspectives. 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 ATI operates. Additionally, ATI has long been recognized for the consistently strong representation of women on our Board.
Criteria for Director Nominees
| Proposal 1: Election of Directors Our 2026 Director Nominees and Continuing Directors | ATI 2026 Proxy Statement | 13 |
OUR 2026 DIRECTOR NOMINEES AND CONTINUING DIRECTORS
OUR 2026 DIRECTOR NOMINEES AND CONTINUING DIRECTORS We introduce our 2026 nominees and continuing directors below. All of our directors bring a wealth of executive leadership, board service and other experience to our Board. Our Board determined that each of the three director nominees meets our criteria for directors and that Ms. Lund and Mr. Morehouse qualify as independent directors under applicable rules and regulations. Mr. Wetherbee, who currently serves as Executive Chair and is a Class II Director, and Mr. Harvey, who is currently serves as our Lead Independent Director and is a Class III Director, will retire from our Board at the conclusion of the Annual Meeting.
Nominees – Class III – Term to Expire at the 2029 Annual Meeting
| | Kimberly A. Fields | | | Director since 2024 Age 56; Board Chair effective May 14, 2026 |
Nominees – Class III – Term to Expire at the 2029 Annual Meeting
| | Elizabeth H. Lund | | | Director since 2025 Age 61 |
Nominees – Class III – Term to Expire at the 2029 Annual Meeting
| Ms. Lund retired from The Boeing Company in March 2025 following a 34-year career, having most recently served as Senior Vice President of Quality for Boeing Commercial Airplanes and as Chair of Boeing’s Enterprise Quality Operations Council. From 2021 to 2024, she was Senior Vice President, Airplane Programs, with responsibility for production and delivery across all commercial aircraft, and from 2019 to 2021, served as Vice President and General Manager, Supply Chain. overseeing 3,000 suppliers in 41 countries. Earlier in her career, Ms. Lund held numerous executive leadership positions in engineering, program management, manufacturing and supplier management across Boeing’s Commercial Airplanes business. At Boeing, she drove major turnarounds and implemented enterprise-wide safety and quality reforms with the Federal Aviation Administration. Ms. Lund received the Women in Aerospace Outstanding Achievement Award in 2015. | Board Committees: ◆ Audit and Risk Skills and Qualifications: Ms. Lund’s qualifications include her extensive senior leadership experience and operational and aerospace industry-specific knowledge. |
Nominees – Class III – Term to Expire at the 2029 Annual Meeting
| | David J. Morehouse | | | Director since 2015 Age 65 |
Nominees – Class III – Term to Expire at the 2029 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. Mr. Morehouse joined the Pittsburgh Penguins in 2004 as a consultant for special projects, including the construction of the team’s current arena. He 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: ◆ Nominating and Governance Skills and Qualifications: Mr. Morehouse’s qualifications include his leadership, strategic planning and development, operations, branding and marketing, and extensive government relations experience. |
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
| | Herbert J. Carlisle | | | Director since 2018 Age 70 |
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 ◆ Compensation and Leadership Development 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 |
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
| | David P. Hess | | | Director since 2019 Age 70 |
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 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 executive leadership experience, including as a former Chief Executive Officer. Current Directorships: ◆ Woodward, Inc. ◆ Southwest Airlines Co. Past Directorships: ◆ Arconic Corporation |
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
| 16 | ATI 2026 Proxy Statement | Proposal 1: Election of Directors Our 2026 Director Nominees and Continuing Directors |
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
| | Marianne Kah | | | Director since 2019 Age 72 |
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 ◆ Compensation and Leadership Development 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 |
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
| | Ruby Sharma | | | Director since 2023 Age 59 |
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 as a member of the Asia Society Business Council. | Board Committees: ◆ Audit and Risk (Chair) Skills and Qualifications: ◆ Ms. Sharma’s qualifications include her experience in senior leadership positions and her financial and public company accounting expertise. ◆ Audit Committee Financial Expert Current Directorships: ◆ SoundThinking, Inc. ◆ S&C Electric Company ◆ Southwest Gas Holdings, Inc. Past Directorships: ◆ Bowflex, Inc. ◆ Aspira Women’s Health ◆ Penn Medicine Princeton Health |
Continuing Directors – Class I – Term to Expire at the 2027 Annual Meeting
| Proposal 1: Election of Directors Our 2026 Director Nominees and Continuing Directors | ATI 2026 Proxy Statement | 17 |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| | Leroy M. Ball, Jr. | | | Director since 2019; Lead Independent Director, effective May 14, 2026 Age 57 |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| Mr. Ball has been the Board Chair and Chief Executive Officer of Koppers Holdings Inc., a leading integrated global provider of treated wood products, wood treatment chemicals and carbon compounds, since May 2025, having served as its Chief Executive Officer from January 2024 to May 2025 and as President and Chief Executive Officer from January 2015 through December 2023. Prior to that, he held other executive leadership roles at Koppers, serving as both Chief Operating Officer and Chief Financial Officer. 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 ◆ Nominating and Governance (Chair) Skills and Qualifications: ◆ Mr. Ball’s qualifications include his experience in senior leadership positions, including his current role as a sitting CEO, and his operational, financial, and public company accounting expertise. ◆ Audit Committee Financial Expert Current Directorships: ◆ Koppers Holdings Inc. ◆ Koppers, Inc. (a subsidiary of Koppers Holdings Inc.) |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| | Carolyn Corvi | | | Director since 2012 Age 74 |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| Ms. Corvi led a 34-year career with The Boeing Company. She most recently served as Vice President, General Manager of Airplane Programs, Boeing Commercial Airplanes, a position she held from 2005 until her retirement in 2008. | Board Committees: ◆ Compensation and Leadership Development (Chair) ◆ Nominating and Governance Skills and Qualifications: Ms. Corvi’s qualifications include her extensive senior leadership experience in the aerospace industry and her knowledge of and experience in manufacturing. Current Directorships: ◆ Hyster-Yale Materials Handling, Inc. Past Directorships: ◆ United Continental Holdings, Inc. ◆ Goodrich Corporation ◆ Continental Airlines, Inc. |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| 18 | ATI 2026 Proxy Statement | Proposal 1: Election of Directors Our 2026 Director Nominees and Continuing Directors |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| | Jean Lydon-Rodgers | | | Director since 2025 Age 62 |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| Ms. Lydon-Rodgers retired in 2021 following a 34-year career with GE Aviation, having most recently served as President and Chief Executive Officer of GE Aviation Services, the company’s global aftermarket services division, from 2016 until 2021. From 2009 to 2016, she was President and Chief Executive Officer of GE Aviation Military Systems, with responsibility for the development, production, and aftermarket support of 24,000 fixed-wing, helicopter and marine engines for the U.S. Department of Defense and international military customers. Earlier in her career, Ms. Lydon-Rodgers held a series of executive leadership positions with GE Aviation, including as Vice President of the F136 Engine Program at GE Aviation and President and Chair of the Board of the GE Rolls-Royce Fighter Engine Team, leading a joint venture between GE and Rolls-Royce responsible for the development of the Joint Strike Fighter F136 Propulsion System. Ms. Lydon-Rodgers has been recognized for her industry leadership, including through her service on the FAA/DOT Women in Aviation Advisory Board and as a recipient of the Distinguished Stateswoman of Aviation Award from the National Aeronautic Association in 2021. | Board Committees: ◆ Audit and Risk Skills and Qualifications Ms. Lydon-Rodgers’ qualifications include her extensive senior leadership and operational and aerospace industry-specific knowledge. |
Continuing Directors – Class II – Term to Expire at the 2028 Annual Meeting
| Proposal 1: Election Of Directors Director Skills and Experience | ATI 2026 Proxy Statement | 19 |
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 Board Chair and Chief Executive Officer at any given time. In making that determination, the Board assesses whether the roles should be separated or combined based on its evaluation of the existing composition of the Board and the circumstances at the time. 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. She has been appointed to succeed Mr. Wetherbee, our current Executive Chairman, as Board Chair, effective at the conclusion of the 2026 Annual Meeting, when Mr. Wetherbee will retire from our Board. Mr. Harvey has served as Lead Independent Director since 2021. Mr. Ball has been appointed to succeed Mr. Harvey as Lead Independent Director, effective at the conclusion of the 2026 Annual Meeting, when Mr. Harvey is retiring from our Board.
Stockholder Engagement Cycle
| Our Corporate Governance Director Compensation | ATI 2026 Proxy Statement | 33 |
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 those of 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.
Elements of Director Compensation
Elements of Director Compensation
Elements of Director Compensation
| Pay Component | 2025 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 $15,000 | | Board service travel expenses are also paid by the Company | |
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
| Name(1) | Fees Earned Or Paid In Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation | Total ($) | | L. M. Ball | 150,000 | 124,953 | – | 274,953 | | H. J. Carlisle | 125,000 | 124,953 | – | 249,953 | | C. Corvi | 145,000 | 124,953 | – | 269,953 | | J. B. Harvey | 0 | 304,945 | – | 304,945 | | D. P. Hess | 0 | 264,930 | – | 264,930 | | M. Kah | 125,000 | 124,953 | – | 249,953 | | E. Lund(4) | 20,720 | 20,790 | – | 41,060 | | J. Lydon-Rodgers(4) | 20,720 | 20,790 | – | 41,060 | | D. J. Morehouse | 0 | 249,981 | – | 249,981 | | R. Sharma | 125,000 | 124,953 | – | 249,953 |
2025 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.
2025 Non-Employee Director Compensation
| (1) Mr. Wetherbee and Ms. Fields do not receive any compensation for their service on the Board. |
2025 Non-Employee Director Compensation
| (2) This column reflects annual retainer fees, including committee Chair fees. During 2025, 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. Messrs. Harvey, Hess and Morehouse each elected to receive ATI stock in lieu of the portion of the 2025 director compensation that they would otherwise have been paid in cash. |
2025 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 2025 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. |
2025 Non-Employee Director Compensation
| (4) Represents a pro-rated award for each of Ms. Lund and Ms. Lydon-Rodgers, who both were appointed to the Board as of November 1, 2025. |
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:
Our Compensation Philosophy
| ◆ | support ATI’s business strategy by tying incentive compensation to achievement of specific performance goals and strategic objectives; and |
Competitive Compensation
Competitive Compensation The Committee reviews, with outside compensation consultants and other advisors, the compensation policies and practices at peer companies that are in our industry and serving our end markets or with which ATI competes for talent. 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.
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 | | ◆ Executive officer short-term cash incentive awards are 90% contingent on ATI’s financial performance. ◆ For 2025, 70% of each executive officer’s regular annual equity award is contingent on our relative total shareholder return | ◆ Long-term equity incentive awards incorporate 3-year and 4-year equity performance-based incentives that align with our strategies. ◆ Executive officer equity awards are heavily weighted in favor of performance stock units. | ◆ Executive officer compensation levels are benchmarked and reviewed annually ◆ Equity incentive awards use double-trigger change in control vesting ◆ We maintain robust stock ownership guidelines. |
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 2025, the Committee retained Meridian Compensation Partners, LLC, a nationally-recognized executive compensation consultant, for benchmarking compensation and program design and to provide 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.
Role of Independent Compensation Consultants
| Compensation Discussion and Analysis 1. Our Compensation Framework and Philosophy | ATI 2026 Proxy Statement | 43 |
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 are 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. |
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. |
Compensation Setting Process
| | | Responsibility: | Purpose: | Used to: | | | Review of Annual and Long-Term Business Plans | Board and management | Align incentive compensation with business objectives | Support determination of performance targets in incentive plans | | | Individual Performance Assessments | CLDC and CEO | Evaluate individual performance of CEO and, based on CEO input, our other executive officers | ◆ Determine each executive officer’s personal performance relative to the individual goals that comprise the 10% component of his or her short-term incentive award and 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 | Determine 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 | Benchmark and make 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 | Evaluate 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 | Understand expectations of investors and monitor trends in executive compensation from the perspective of stockholders. | Evaluate compensation policies, practices and plans. |
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 |
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 and other related business. Therefore, the Committee’s independent compensation consultant developed the following criteria to guide the selection of peer companies for benchmarking compensation:
Benchmarking Peer Group
| 46 | ATI 2026 Proxy Statement | Compensation Discussion and Analysis 2. How We Determine Executive Compensation |
2025 Benchmarking Peer Group
2025 Benchmarking Peer Group For 2025, the Committee retained the same peer group that was updated for 2024 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, 2025, ATI performed against its peer group as follows: 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
2025 Benchmarking Peer Group
| Compensation Discussion and Analysis 3. 2025 Executive Compensation Program Overview | ATI 2026 Proxy Statement | 47 |
2025 Benchmarking Peer Group
| 3. | 2025 EXECUTIVE COMPENSATION PROGRAM OVERVIEW |
Regular 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 | | | 2025 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 2025 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 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. | |
Preview: PSU Changes for 2026
Preview: PSU Changes for 2026 For 2026, we changed the design of our customary PSU awards to incorporate an additional performance metric. Specifically, PSU awards granted in early 2026 vest at the end of a three-year performance period based (a) 50% on the Company’s TSR relative to that of the Company’s compensation peer group, and (b) 50% based on year-over-year growth in EBITDA margin relative to pre-determined growth targets.
Preview: PSU Changes for 2026
| Compensation Discussion and Analysis 4. Details of 2025 Executive Compensation Program | ATI 2026 Proxy Statement | 49 |
Preview: PSU Changes for 2026
| 4. | DETAILS OF 2025 EXECUTIVE COMPENSATION PROGRAM |
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 2025 and 2024, annual base salaries for our NEOs were as follows:
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.
APP Performance Metrics
APP Performance Metrics Performance Criteria. The performance goals for the 2025 APP were set in early 2025 based on ATI’s business and operations plans for 2025. Corporate-wide goals are established in a bottom-up process through which each business unit’s business plan and business conditions are separately reviewed, as are the expectations for other performance factors at each business unit. Our short-term incentive targets for 2025 exceeded our actual 2024 performance, reflecting our commitment to using our compensation structure to reward continued improvement. Targets set in early 2026 for our 2026 APP exceed 2025 results.
APP Performance Metrics
| 50 | ATI 2026 Proxy Statement | Compensation Discussion and Analysis 4. Details of 2025 Executive Compensation Program |
APP Performance Metrics
Level of Difficulty. The Committee sets the APP performance goals 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 2025, half of each NEO’s 10% component focused on improving inventory management. The remainder of 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; 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 the Committee believes any facet of ATI’s financial or operational performance is substandard, 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.
2025 APP Award Opportunities for NEOs
| | Annual Incentive Opportunities (percentage of base salary) | | | | | Named Executive Officer* | Below Threshold (0% of Target) | Threshold (25% of Target) | Target (100% of Target) | Maximum (200% of Target) | | Fields | 0% | 31.25% | 125% | 250% | | Newman | 0% | 20% | 80% | 160% | | Bhatia and Harris | 0% | 17.5% | 70% | 140% |
Long-Term Incentive Plan (“LTIP”)
Long-Term Incentive Plan (“LTIP”) The long-term incentive portion of our regular, annual compensation program generally has two components:
Long-Term Incentive Plan (“LTIP”)
| ◆ | PSUs: performance stock units that cliff vest based on the achievement of quantitative financial performance goals over a three-year performance period, subject to the recipient’s continued employment; and |
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. |
Long-Term Incentive Plan (“LTIP”)
For 2025, the LTIP was structured as shown below.
Long-Term Incentive Plan (“LTIP”)
| Vehicle | | Performance | Vesting | Payout Range | | Performance Stock Units (70%) | | 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 30% | | N/A | 3-Year Ratable Vesting | |
Performance Stock Units
Performance Stock Units PSUs awarded in January 2025 (“2025-2027 PSUs”) will vest following the conclusion of a three-year performance period ending on December 31, 2027, based on ATI’s TSR during the performance period relative to that of the pre-determined peer group described below.
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 2025 compensation benchmarking and for performance measurement for our 2025-2027 PSUs creates a direct link between pay and performance: |
Performance Stock Units
| ◆ BWX Technologies, Inc. ◆ Carpenter Technology Company ◆ Commercial Metals Company ◆ Curtiss-Wright Corporation ◆ 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. |
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 2025.
Negative TSR Cap
Negative TSR Cap The Committee believes it is important for payouts under our long-term incentive program to align with stockholder interests. Accordingly, if our absolute TSR for the three-year performance period ending December 31, 2027, is negative, then the total payout for the 2025-2027 PSUs may not exceed 100%, regardless of our relative TSR.
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.
Short-Term Incentive Compensation Program Results
Short-Term Incentive Compensation Program Results
2025 APP Target and Earned Amounts for Each NEO
| | | ($ in millions) | | | | | | Financial Performance Goals | Relative Weighting (% of Total Award) | Threshold | Target | Maximum | 2025 Actual Performance | 2025 Actual Achievement (% of Goal Target) | | ATI EBITDA | 60 | 725 | 800 | 860 | 859 | 198.8% | | ATI Free Cash Flow | 30 | 210 | 275 | 350 | 380 | 200.0% | | Aggregate Financial Performance | 90 | | | | | |
2025 APP Target and Earned Amounts for Each NEO
| Named Executive Officer | Financial Performance Goals (90%) | Strategic/Individual Goals (10%) | Total 2025 Achievement (%) | Total 2025 Achievement ($) | | Fields | 199.2% | 175% | 193.3 | 2,295,794 | | Newman | 199.2% | 175% | 193.3 | 1,043,982 | | Bhatia | 199.2% | 120% | 190.6 | 827,117 | | Harris | 199.2% | 200% | 194.6 | 708,271 |
Long-Term Incentive Compensation Program Results
Long-Term Incentive Compensation Program Results
2023-2025 Performance-Vested Restricted Stock Units
2023-2025 Performance-Vested Restricted Stock Units PSUs awarded in 2023 vested as of December 31, 2025, 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 four individual performance measurement periods within the three-year performance period. The first measurement period concluded on June 30, 2024, corresponding with the end of the first six quarters covered by the three-year period. The remaining three measurement periods concluded on December 31, 2024, June 30, 2025, and December 31, 2025. The awards were structured such that 20% of each award could be earned with respect to each of the first two measurement periods, and 30% of each award could be earned with respect to each of the final two measurement periods according to the following scale: Based on this structure and ATI’s relative total shareholder return for each of the four measurement periods, our 2023-2025 PSUs settled in January 2025 at 195.6% of target as illustrated below:
ATI TSR Positioning vs. Compensation Peer Group FY 2023 - 2025 by Quarter, Cumulative
ATI TSR Positioning vs. Compensation Peer Group FY 2023 - 2025 by Quarter, Cumulative
ATI TSR Positioning vs. Compensation Peer Group FY 2023 - 2025 by Quarter, Cumulative
| Note: | March‘23-March’24 shown for reference only |
ATI TSR Positioning vs. Compensation Peer Group FY 2023 - 2025 by Quarter, Cumulative
| Compensation Discussion and Analysis 5. 2025 Business and Compensation Program Results | ATI 2026 Proxy Statement | 57 |
Multi-Year Trends Reflect Our Pay-For-Performance Culture
| ◆ | 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 payouts under program. |
Multi-Year Trends Reflect Our Pay-For-Performance Culture
| ◆ | Multi-year trends in short-term incentive reflect the cyclicality of our business and our commitment to pay for performance: While awards under our short-term incentive program were meaningfully above target for the last five years, reflecting recent successes, 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, as well as our decision to refrain from adjusting our performance goals downward 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 payments for 2017 and payments for 2016 and 2015 that were either zero or significantly below target. This trend reflects the cyclical nature of our business and strong correlation between pay and performance inherent in our programs. |
Multi-Year Trends Reflect Our Pay-For-Performance Culture
| ◆ | 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, 2022-2024 PSUs, and 2023-2025 PSUs paid at or near their maximum level of achievement, a substantial portion of the long-term incentive awards granted to our NEOs for the performance periods ended in preceding years did not vest, because the applicable performance criteria (including market performance) were not satisfied. As a consequence, our NEOs’ aggregate realized compensation was lower than their target total annual compensation for several years prior to 2024. Specifically, our 2018 – 2020 awards, 2019 – 2021 awards and 2020 – 2022 awards settled at only 68.9%, 23.7% and 31.1% of target, respectively. |
2025 NEO Total Realized Compensation
| ◆ | the resulting stand-out performance of our stock on both an absolute basis and relative to our peer group. |
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 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 our leadership team 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.
SUMMARY COMPENSATION TABLE FOR 2025
SUMMARY COMPENSATION TABLE FOR 2025 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 or Chief Financial Officer during 2025 and each of the other three most highly compensated executives who were serving as executive officers as of December 31, 2025.
SUMMARY COMPENSATION TABLE FOR 2025
| 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 | 2025 | 950,000 | — | 10,051,700 | 2,295,794 | — | 215,243 | 13,512,737 | | President, CEO and Chair-Elect | 2024 | 855,769 | — | 3,461,225 | 1,422,302 | — | 152,521 | 5,891,817 | | | 2023 | 726,538 | — | 2,118,819 | 957,214 | — | 164,416 | 3,996,987 | | Donald P. Newman(6) | 2025 | 675,000 | — | 1,803,883 | 1,043,982 | — | 139,389 | 3,662,254 | | Former EVP, Finance and CFO | 2024 | 673,269 | — | 1,677,552 | 792,303 | — | 117,113 | 3,260,237 | | | 2023 | 628,846 | — | 1,654,456 | 670,853 | — | 130,998 | 3,085,153 | | Vaishali S. Bhatia(7) | 2025 | 620,000 | 300,000 | 2,637,607 | 827,117 | — | 79,695 | 4,464,419 | | SVP, General Counsel & CCO | 2024 | 460,231 | 700,000 | 3,784,007 | 464,235 | — | 31,853 | 5,440,325 | | Timothy J. Harris | 2025 | 520,000 | — | 2,405,242 | 708,271 | — | 93,755 | 3,727,268 | | SVP and CDIO | 2024 | 519,231 | — | 1,174,830 | 526,474 | — | 80,965 | 2,301,500 | | | 2023 | 498,846 | — | 1,193,696 | 460,061 | — | 91,877 | 2,244,480 | | Robert S. Wetherbee | 2025 | 511,538 | 500,000 | 999,992 | — | (3,753) | 220,872 | 2,228,649 | | Executive Chairman | 2024 | 903,654 | — | 4,518,727 | 1,514,420 | 5,076 | 231,884 | 7,173,761 | | | 2023 | 973,077 | — | 4,774,796 | 1,632,945 | 17,259 | 272,477 | 7,670,554 |
SUMMARY COMPENSATION TABLE FOR 2025
| (1) Bonus: The amounts shown in this column for 2025 include the final installment of a signing bonus paid to Ms. Bhatia and a one-time short-term incentive awarded by the Board to Mr. Wetherbee in lieu of his participation in the 2025 APP. |
SUMMARY COMPENSATION TABLE FOR 2025
| (2) Stock Awards: The values in this column for 2025 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 2025. Regular 2025 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 2025 amounts (including both RSUs and PSUs) for each NEO would be as follows: Ms. Fields, $25,038,304; Mr. Newman, $3,142,053; Ms. Bhatia, $6,100,134; Mr. Harris, $5,695,385 and Mr. Wetherbee, $999,992. 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 fair value of nonvested restricted stock unit awards, or RSUs, are measured based on the stock price at the grant date. For the 2025 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, 2025), which was $56.11. In addition, Ms. Fields, Ms. Bhatia and Mr. Harris received one-time grants in 2025 under our Enterprise Value Acceleration program. Awards under this program vest, if at all, based on the extent to which the Company’s stock price achieves certain pre-determined targets over the course of a four-year performance period ending December 31, 2029, and will become payable in two equal installments in early 2030 and 2031, provided in the case of each award recipient that he or she remains employed by the Company on the scheduled payment date. Fair values for awards under the Enterprise Value Acceleration, or “EVA”, program were $175.06 per share. The EVA program was designed as a highly performance-contingent, multi-year incentive vehicle intended to award only extraordinary and sustained stock price appreciation. No value will be realized under the program unless significant stock price hurdles are achieved and sustained over time. See pages 48 and 53 of this Proxy Statement and Note 16 to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025, for further information. |
SUMMARY COMPENSATION TABLE FOR 2025
| (3) Non-equity Incentive Plan Compensation: Consists of performance-based (and not discretionary) cash awards paid under the 2025 APP. |
SUMMARY COMPENSATION TABLE FOR 2025
| (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 65 and 66 of this Proxy Statement for more information. |
SUMMARY COMPENSATION TABLE FOR 2025
| (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 2025 that follows for additional information. |
SUMMARY COMPENSATION TABLE FOR 2025
| (6) Retired CFO: Mr. Newman served as CFO throughout 2025 and retired from that role as of December 31, 2025. Our current CFO was appointed effective as of January 1, 2026. |
SUMMARY COMPENSATION TABLE FOR 2025
| (7) New NEO: Ms. Bhatia was a NEO for 2024 and 2025. |
SUMMARY COMPENSATION TABLE FOR 2025
| 62 | ATI 2026 Proxy Statement | Compensation Discussion and Analysis Summary Compensation Table for 2025 |
All Other Compensation for 2025
| Compensation Discussion and Analysis Grants of Plan-Based Awards for 2025 | ATI 2026 Proxy Statement | 63 |
GRANTS OF PLAN-BASED AWARDS FOR 2025
GRANTS OF PLAN-BASED AWARDS FOR 2025
GRANTS OF PLAN-BASED AWARDS FOR 2025
| | | | 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 | | 593,750 | 1,187,500 | 2,375,000 | | | | | | | | | | EVA | 12/5/2025 | | | | N/A | 34,188 | 102,564 | | | | 5,984,890 | | | PSU | 1/3/2025 | | | | 21,832 | 43,664 | 87,328 | | | | 3,016,824 | | | RSU | 1/3/2025 | | | | | | | 18,713 | | | 1,049,986 | | | Total | | 593,750 | 1,187,500 | 2,375,000 | 21,832 | 77,852 | 189,892 | 18,713 | | | 10,051,700 | | Newman | APP | | 270,000 | 540,000 | 1,080,000 | | | | | | | | | | PSU | 1/3/2025 | | | | 9,684 | 19,368 | 38,736 | | | | 1,338,170 | | | RSU | 1/3/2025 | | | | | | | 8,300 | | | 465,713 | | | Total | | 270,000 | 540,000 | 1,080,000 | 9,684 | 19,368 | 38,736 | 8,300 | | | 1,803,883 | | Bhatia | APP | | 217,000 | 434,000 | 868,000 | | | | | | | | | | EVA | 12/5/2025 | | | | N/A | 6,837 | 20,511 | | | | 1,196,873 | | | PSU | 1/3/2025 | | | | 7,735 | 15,469 | 30,938 | | | | 1,068,781 | | | RSU | 1/3/2025 | | | | | | | 6,629 | | | 371,953 | | | Total | | 217,000 | 434,000 | 868,000 | 7,735 | 22,306 | 51,449 | 6,629 | | | 2,637,607 | | Harris | APP | | 182,000 | 364,000 | 728,000 | | | | | | | | | | EVA | 12/5/2025 | | | | N/A | 6,837 | 20,511 | | | | 1,196,873 | | | PSU | 1/3/2025 | | | | 6,487 | 12,974 | 25,948 | | | | 896,397 | | | RSU | 1/3/2025 | | | | | | | 5,560 | | | 311,972 | | | Total | | 182,000 | 364,000 | 728,000 | 6,487 | 19,811 | 46,459 | 5,560 | | | 2,405,242 | | Wetherbee | RSU | 1/3/2025 | | | | | | | 17,822 | | | 999,992 | | | Total | | | | | | | | 17,822 | | | 999,992 |
GRANTS OF PLAN-BASED AWARDS FOR 2025
| (1) Represents the Company’s Annual Performance Plan and Long-Term Incentive Plan, consisting of PSUs and RSUs. Additionally, includes for Ms. Fields, Ms. Bhatia and Mr. Harris, a one-time grant of performance-vested Enterprise Value Acceleration awards, or “EVAs,” for the four-year performance measurement period ending in 2029. The EVA program was designed as a highly performance-contingent, multi-year incentive vehicle intended to award only extraordinary and sustained stock price appreciation. No value will be realized under the program unless significant stock price hurdles are achieved and sustained over time. |
GRANTS OF PLAN-BASED AWARDS FOR 2025
| (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. |
GRANTS OF PLAN-BASED AWARDS FOR 2025
| 64 | ATI 2026 Proxy Statement | Compensation Discussion and Analysis Outstanding Equity Awards at Fiscal Year-End for 2025 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| | | 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 | 98,620(4) | 11,317,631 | | | | | 1/3/2023 | 6,004 | 689,019 | | | | | 1/3/2024 | 11,230 | 1,288,755 | | | | | 1/3/2024 | | | 39,307(5) | 4,510,871 | | | 7/1/2024 | 13,822 | 1,586,213 | | | | | 1/3/2025 | 18,713 | 2,147,504 | | | | | 1/3/2025 | | | 43,664(6) | 5,010,881 | | | 12/5/2025 | | | 34,188(7) | 3,923,415 | | | | 148,389 | 17,029,122 | 117,159 | 13,445,167 | | Newman | 1/4/2022 | 84,530(4) | 9,700,663 | | | | | 1/3/2023 | 4,688 | 537,995 | | | | | 1/3/2024 | 6,948 | 797,352 | | | | | 1/3/2024 | | | 24,321(5) | 2,791,078 | | | 1/3/2025 | 8,300 | 952,508 | | | | | 1/3/2025 | | | 19,368(6) | 2,222,672 | | | | 104,466 | 11,988,518 | 43,689 | 5,013,750 | | Bhatia | 3/20/2024 | 47,627 | 5,465,675 | | | | | 3/20/2024 | | | 16,371(5) | 1,878,736 | | | 1/3/2025 | 6,629 | 760,744 | | | | | 1/3/2025 | | | 15,469(6) | 1,775,222 | | | 12/5/2025 | | | 6,837(7) | 784,614 | | | | 54,256 | 6,226,419 | 38,677 | 4,438,572 | | Harris | 1/4/2022 | 70,442(4) | 8,083,924 | | | | | 1/3/2023 | 3,382 | 388,118 | | | | | 1/3/2024 | 4,866 | 558,422 | | | | | 1/3/2024 | | | 17,033(5) | 1,954,707 | | | 1/3/2025 | 5,560 | 638,066 | | | | | 1/3/2025 | | | 12,974(6) | 1,488,896 | | | 12/5/2025 | | | 6,837(7) | 784,614 | | | | 84,250 | 9,668,530 | 36,844 | 4,228,217 | | Wetherbee | 1/4/2022 | 176,106(4) | 20,209,925 | | | | | 1/3/2023 | 13,531 | 1,552,818 | | | | | 1/3/2024 | 18,717 | 2,147,963 | | | | | 1/3/2024 | | | 65,512(5) | 7,518,157 | | | 1/3/2025 | 17,822 | 2,045,253 | | | | | | 226,176 | 25,955,959 | 65,512 | 7,518,157 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| (1) This table relates to awards under the current LTIP, including (a) time-vested RSUs granted in 2023, 2024 and 2025, which vest ratably in one-third increments over a three-year period, (b) performance-vested awards, or PSUs, for the three-year performance measurement periods ending in 2026 and 2027, and (c) for Ms. Fields, Ms. Bhatia and Mr. Harris, a one-time grant of performance-vested EVAs for the four-year performance measurement period ending in 2029. The EVA program was designed as a highly performance-contingent, multi-year incentive vehicle intended to award only extraordinary and sustained stock price appreciation. No value will be realized under the program unless significant stock price hurdles are achieved and sustained over time. Additionally, this table includes the remaining unvested portion of the one-time performance-vested Breakout Performance Plan awards, or “BPUs,” granted in 2022 to Ms. Fields and Messrs. Newman, Harris and Wetherbee for the four-year measurement period ending in 2025. One-half of these BPU awards was paid in early 2026; the remaining half will be paid in early 2027, subject to the recipient’s ongoing employment by the Company (or qualifying death, disability or retirement) and are therefore reflected on the table as time-vested awards. PSUs for the performance period ended December 31, 2025, were settled during the first quarter of 2026 but vested as of December 31, 2025, and, therefore, are not shown as outstanding on this table on this table. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| (2) The number of shares reported in this column represents the number of shares payable pursuant to the time-vested RSUs granted in 2023, 2024 and 2025 and for Ms. Fields and Messrs. Newman, Harris and Wetherbee, the remaining portion of the 2022 BPU awards that will be in early paid 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| (3) Amounts were calculated using $114.76 per share, the closing price of ATI common stock at December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| (4) Consists of BPU awards granted in 2022, as described above in footnote 1. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| (5) 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. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| (6) Consists of target PSUs granted under the LTIP in 2025. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 2025 PSU grants are met at the end of the applicable three-year performance measurement period. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| (7) Consists of target EVAs granted under the LTIP in 2025. The number of shares reported represents the number of shares that would be awarded if all applicable performance measures under the 2025 EVA grants are met at the end of the applicable four-year performance measurement period. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
| Compensation Discussion and Analysis Option Exercises and Stock Vested for 2025 | ATI 2026 Proxy Statement | 65 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025
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.
OPTION EXERCISES AND STOCK VESTED FOR 2025
OPTION EXERCISES AND STOCK VESTED FOR 2025
OPTION EXERCISES AND STOCK VESTED FOR 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Fields | 205,603 | 23,289,410 | | Newman | 167,407 | 19,059,661 | | Bhatia | 10,829 | 572,091 | | Harris | 130,065 | 14,886,457 | | Wetherbee | 416,142 | 46,840,213 |
OPTION EXERCISES AND STOCK VESTED FOR 2025
| (1) Consists of: (a) 82,216 shares, 64,197 shares, 46,318 shares and 185,276 shares awarded to Ms. Fields and Messrs. Newman, Harris and Wetherbee, respectively, pursuant to their 2023 PSU awards, based on payout at 195.6% of their respective target awards; (b) 98,620 shares, 84,530 shares, 70,442 shares and 176,106 shares awarded to Ms. Fields and Messrs. Newman, Harris and Wetherbee, respectively, pursuant to their 2022 Breakout Plan awards, half of which vested as of December 31, 2025, based on maximum payout of their respective target awards, (c) 13,146 shares, 10,516 shares, 7,489 shares and 31,869 shares awarded to Ms. Fields and Messrs. Newman, Harris and Wetherbee, respectively, on the third anniversary of the grant date for the RSUs granted to each of them in 2022, (d) 6,005 shares, 4,689 shares, 3,383 shares and 13,532 shares awarded to Ms. Fields and Messrs. Newman, Harris and Wetherbee, respectively, on the second anniversary of the grant date for the RSUs granted to each of them in 2023; (e) 5,616 shares, 3,475 shares, 1,913 shares, 2,433 shares and 9,359 shares awarded to Ms. Fields, Mr. Newman, Ms. Bhatia, and Messrs. Harris and Wetherbee, respectively, on the first anniversary of the grant date for the RSUs granted to each of them in 2024; and (f) 8,916 shares awarded to Ms. Bhatia upon vesting of a portion of the RSUs granted to her in 2024 when she joined the Company. |
OPTION EXERCISES AND STOCK VESTED FOR 2025
| (2) Amounts were calculated using: (a) for the 2022 RSUs, $56.63 per share, which was the average of the high and low trading prices for the Company’s stock on the NYSE on January 6, 2025; (b) for the 2023 and 2024 RSUs, $55.81 per share, which was the average of the high and low trading prices for the Company’s stock on the NYSE on January 3, 2025; and (c) for the 2023-2025 PSUs and the Breakout Plan awards, $121.09 per share, which was the average of the high and low trading prices for the Company’s stock on the NYSE on January 5, 2026. |
OPTION EXERCISES AND STOCK VESTED FOR 2025
The Company does not issue stock option awards and has not issued stock options to its employees since 2003.
PENSION BENEFITS FOR 2025
PENSION BENEFITS FOR 2025
PENSION BENEFITS FOR 2025
| Name(1) | Plan Name | Years of Credited Service (#)(2) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Fields | N/A | — | — | — | | Newman | N/A | — | — | — | | Bhatia | N/A | — | — | — | | Harris | N/A | — | — | — | | Wetherbee | ATI Pension Plan 2 | — | — | — | | | ATI Non-Qualified Benefit Restoration Plan | 3 | 158,239 | — |
PENSION BENEFITS FOR 2025
| (1) Ms. Fields, Ms. Bhatia and Messrs. Newman and Harris do not participate in any defined benefit plans. |
PENSION BENEFITS FOR 2025
| (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. |
PENSION BENEFITS FOR 2025
| (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 66 of this Proxy Statement for more information. |
PENSION BENEFITS FOR 2025
| 66 | ATI 2026 Proxy Statement | Compensation Discussion and Analysis Non-Qualified Deferred Compensation for 2025 |
PENSION BENEFITS FOR 2025
| 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 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. |
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025
| Name | Registrant Contributions In Last FY ($)(1) | Aggregate Earnings In Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Fields | 161,784 | 16,429 | — | 622,967 | | Newman | 89,384 | 10,700 | — | 404,369 | | Bhatia | 49,400 | 867 | — | 54,890 | | Harris | 55,718 | 7,305 | — | 276,669 | | Wetherbee | 134,077 | 36,697 | — | 1,309,239 |
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025
| (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 2025. |
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025
| (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. |
NON-QUALIFIED DEFERRED COMPENSATION FOR 2025
| Compensation Discussion and Analysis Employment and Change in Control Agreements | ATI 2026 Proxy Statement | 67 |
Change in Control Agreements
| Compensation Discussion and Analysis Potential Payments Upon Termination | ATI 2026 Proxy Statement | 69 |
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 is the result of the executive’s resignation for good reason. The amounts shown assume that such termination was effective as of December 31, 2025. The closing price of ATI’s common stock on the NYSE on that date was $114.76. 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 related to incentive compensation are based on the greater of the target award or the value earned for actual performance against the preset performance goals through the assumed date of termination. The actual amounts payable can only be determined at the time of such executive’s separation from the Company.
Payments Made Upon Death or Disability
| 70 | ATI 2026 Proxy Statement | Compensation Discussion and Analysis Potential Payments Upon Termination |
Payments Made Upon a Change in Control
| Compensation Discussion and Analysis Potential Payments Upon Termination | ATI 2026 Proxy Statement | 71 |
Payments Made Upon a Change in Control
| 72 | ATI 2026 Proxy Statement | Compensation Discussion and Analysis Potential Payments Upon Termination |
Payments Made Upon a Change in Control
| CEO Pay Ratio | ATI 2026 Proxy Statement | 73 |
CEO PAY RATIO
CEO PAY RATIO
CEO PAY RATIO
| For 2025, 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 123:1. 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. Further, the Committee remains mindful of internal pay equity and the importance of responsible executive compensation governance. ATI maintains broad-based compensation programs for employees across the organization and regularly reviews market competitiveness and internal alignment in setting executive compensation. 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: |
CEO PAY RATIO
| Selection of Determination Date | We selected December 31, 2025, as the date on which we would identify the median employee from our adjusted employee population for 2025. | | | Determination of Adjusted Employee Population | As of December 31, 2025, we had a total of 7,572 U.S. and non-U.S. employees. To establish the population for identifying our median employee, we excluded 227 employees who were on either leave or suspended status, as well as 55 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, 2025 consisted of approximately 7,290 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, 2025) | Headcount at December 31, 2025 By Region |
CEO PAY RATIO
| United Kingdom | 11 | India | 5 | | | Germany | 6 | Singapore | 3 | | | France | 10 | Taiwan | 2 | | | Japan | 8 | Spain | 2 | | | Korea | 6 | Italy & Brazil (each) | 1 | |
CEO PAY RATIO
| Identification of Median Employee | We compared the cash compensation, including wages, overtime, salary and bonuses, paid during our fiscal year 2025 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, 2025; and ◆ annualized the compensation of each full-time or part-time employee who was hired in 2025 and included in the adjusted employee population. | | Calculation of Annual Total Compensation | ◆ We determined the median employee’s 2025 annual total compensation to be $109,510, which is the amount that would have been reported for our median employee in the “Total” column of our 2025 Summary Compensation Table if he had been a Named Executive Officer for fiscal 2025. ◆ We determined the CEO’s 2025 annual total compensation to be $13,512,737. We used the amount reported for Ms. Fields in the “Total” column* of our 2025 Summary Compensation Table. *See Summary Compensation Table “Total” column (j) on page 61 of this proxy statement. |
CEO PAY RATIO
| 74 | ATI 2026 Proxy Statement | Pay Versus Performance |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. “Compensation Actually Paid” as presented in the following tables reflects SEC-mandated valuation methodologies that incorporate year-end stock prices and accounting adjustments. These figures may fluctuate significantly year-over-year and may not represent amounts actually realized in cash by executives during the year. The Committee evaluates compensation using both realized and realizable perspectives and considers alignment with long-term stockholder returns, peer performance, and internal pay equity. For further information concerning ATI’s variable pay-for-performance philosophy and how ATI aligns executive compensation with its performance, see “Executive Compensation — Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table total for CEO Wetherbee ($) (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) | | | | 2025 | N/A | 13,512,737 | N/A | 41,065,828 | 3,520,647 | 27,386,687 | 697.38 | 196.36 | 404.3 | 859.3 | | 2024 | 7,173,761 | 5,891,817 | 41,116,787 | 18,472,411 | 3,033,063 | 9,215,541 | 330.65 | 170.68 | 367.8 | 729.1 | | 2023 | 7,670,554 | N/A | 35,206,270 | N/A | 2,902,853 | 12,593,071 | 271.14 | 149.41 | 410.8 | 634.6 | | 2022 | 11,007,608 | N/A | 32,090,373 | N/A | 4,410,737 | 11,733,557 | 178.06 | 113.68 | 323.5 | 612.8 | | 2021 | 7,590,345 | N/A | 6,677,580 | N/A | 2,792,700 | 2,480,715 | 94.99 | 128.45 | 184.6 | 366.5 |
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)”). For a reconciliation of Compensation Actually Paid to Total Compensation as reflected on the Company’s Summary Compensation Table for 2025, as shown on page 61 of this Proxy Statement (the “Summary Compensation Table”) for Mr. Wetherbee, see the immediately following table under the heading “Compensation Actually Paid to CEO.” |
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, see the immediately following table under the headings “Compensation Actually Paid to CEO.” |
PAY VERSUS PERFORMANCE
| (3) Reflects the average total compensation for our non-CEO NEOs as determined in accordance with Item 402(c) and reflected in the Summary Compensation Table for 2025, 2024, 2023, 2022 and 2021 as indicated. Compensation paid to the following executive officers is included in the average amounts shown for each such year: |
PAY VERSUS PERFORMANCE
| 2025: Donald P. Newman, Vaishali S. Bhatia, Timothy J. Harris and Robert S. Wetherbee. |
PAY VERSUS PERFORMANCE
| 2024: Messrs. Newman and Harris, Ms. Bhatia, Tina K. Busch and Elliot S. Davis. Ms. Busch, the Company’s former Senior Vice President and Chief Human Resources Officer, ceased to be an executive officer of the Company in December 2025, and Mr. Davis, the Company’s former Senior Vice President, General Counsel and Chief Compliance Officer, retired in 2024. |
PAY VERSUS PERFORMANCE
| 2023: Ms. Fields and Messrs. Newman, Harris and Davis |
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. |
PAY VERSUS PERFORMANCE
| 2021: Ms. Fields and Messrs. Newman, Kramer and Davis |
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.” |
PAY VERSUS PERFORMANCE
| (5) The peer group used for the purposes of this table is the S&P MidCap 400 Industrials Index. |
PAY VERSUS PERFORMANCE
| (6) The Company Selected Measure for purposes of this table is ATI Adjusted EBITDA. |
PAY VERSUS PERFORMANCE
The following table sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our CEO during each of the years in question. “Compensation Actually Paid” as presented in the following tables reflects SEC-mandated stock prices and accounting adjustments. These figures may fluctuate significantly year-over-year and may not represent amounts actually realized in cash by executives during the year. The Committee evaluates compensation using both realized and realizable perspectives and considers alignment with long-term stockholder returns, peer performance, and internal pay equity.
PAY VERSUS PERFORMANCE
| Pay Versus Performance | ATI 2026 Proxy Statement | 75 |
Compensation Actually Paid to CEO
Compensation Actually Paid to CEO
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) | | | | | | 2025 | 13,512,737 | — | (10,051,700) | 11,388,806 | 14,054,649 | 12,161,336 | 41,065,828 | | 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 |
Compensation Actually Paid to CEO
| (1) As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table. |
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 participated. |
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. |
Compensation Actually Paid to CEO
| (4) Aggregate year-end 2025, 2024, 2023, 2022 and 2021 (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 and EVAs, 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. |
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. |
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. “Compensation Actually Paid” as presented in the following tables reflects SEC-mandated valuation methodologies that incorporate year-end stock prices and accounting adjustments. These figures may fluctuate significantly year-over-year and may not represent amounts actually realized in cash by executives during the year. The Committee evaluates compensation using both realized and realizable perspectives and considers alignment with long-term stockholder returns, peer performance, and internal pay equity.
Compensation Actually Paid to
Compensation Actually Paid to
NEOs
| 76 | ATI 2026 Proxy Statement | Pay Versus Performance |
Relationship Between Pay and Performance
| Pay Versus Performance | ATI 2026 Proxy Statement | 77 |