Ati Inc DEF 14A, filed Mar 27, 2025

About this DEF 14A

Ati Inc (ATI)

DEF 14A 2025-03-27 For: 2025-05-16

View Original

Added on June 12, 2026

WHAT’S NEW

Among many recent achievements and changes driving further growth, value creation and shareholder return, during 2024:

◆ Kimberly A. Fields became President and CEO in July, and Robert S. Wetherbee became Executive Chairman

◆ Ms. Fields was appointed to our Board, with women now comprising 40% of our Board

◆ Vaishali S. Bhatia joined our executive leadership as Senior Vice President, General Counsel and Chief Compliance Officer

◆ Aerospace and defense accounted for 65% of sales by the fourth quarter

◆ We returned $260 million to stockholders through our share repurchase program, ending the year with an additional $590 million in
remaining repurchase authority

Ati Inc filed this DEF 14A on March 27, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

		ATI Inc.

		(Name of Registrant as Specified In Its Charter)



		(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


		Annual Meeting Information
		DATE & TIME: Friday, May 16, 2025 11:30 a.m. Central Time
		VIRTUAL MEETING SITE: www.meetnow.global/M5F5CWL
		RECORD DATE: March 17, 2025


Your vote is important Please vote as soon as possible. You can help us reduce expenses by voting your shares by telephone or Internet. How to vote
		Via the internet Visit the website listed on our proxy card

		By mail Sign, date and return your proxy card in the enclosed envelope

		By telephone Call the telephone number on your proxy card

		During the Virtual Meeting Attend the Annual Meeting which is being presented virtually via webcast and vote online during the meeting



Proxy Statement Summary			4

Proposal 1: Election of Directors			10

Director Terms			10

Our Director Nomination Process			10

Our 2025 Director Nominees and Continuing Directors			13

Our Corporate Governance			18

Our Commitment to Integrity, Corporate Governance and Sustainability			18

ATI Corporate Governance at a Glance			19

Our Board and Its Role			20

Our Board Leadership Structure			20

The Role of Our Board			21

Board Committees			26

Governance Policies and Practices			29

Corporate Governance Guidelines			29

Board Independence			29

Board Self-Assessment			29

Director Attendance at Meetings			29

Code of Conduct			30

Employee Training			30

Related Party Transactions			30

Compensation Committee Interlocks and Insider Participation			30

Section 16 Filings			30

Investor Outreach and Stockholder Engagement			31

Process for Communicating with Directors			32

Director Compensation			32

Our Approach to Corporate Responsibility			33

Our Core Values			33

Environmental Stewardship			34

Talent and Culture			35

Corporate Responsibility Reporting			36

ATI’s Executive Management			37

Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers			38

Executive Compensation			40

Compensation Discussion and Analysis (See separate Table of Contents)			40

CEO Pay Ratio			72

Pay Versus Performance			73

Proposal 3: Ratification of the Selection of Independent Auditors			77

Audit and Risk Committee Report			78

Stock Ownership Information			79

Five Percent Owners of Common Stock			79

Stock Ownership of Directors, Board Nominees and Executive Management			80

Annual Meeting Information			81

2025 Annual Meeting of Stockholders—Questions & Answers			81

2026 Annual Meeting and Stockholder Proposals			86

Other Business and Information			86



Proposal	Board’s voting recommendation	Page reference

1. Election of three directors	FOR	10

2. Advisory vote to approve the compensation of our named executive officers	FOR	38

3. Ratification of Ernst & Young LLP as our independent auditors for 2025	FOR	77



DATE & TIME: Friday, May 16, 2025 11:30 a.m. Central Time	VIRTUAL MEETING SITE: www.meetnow.global/MJ4M9LH	RECORD DATE AND VOTING: March 17, 2025 ATI stockholders as of the record date are entitled to vote on the matters presented at the meeting. Each share of common stock of the Company is entitled to one vote for each director nominee and one vote on each other matter presented.



				Committees*

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


Continuing Named Executive Officer*	2024 Target Compensation		2024 Total Realized Compensation		% of Target Realized

Fields		$5,369,000		$11,508,007		214%

Wetherbee		$5,920,000		$25,600,818		432%

Newman		$2,700,000		$9,143,573		339%

Bhatia		$2,294,000		$1,656,305		72%

Harris		$1,924,000		$6,836,845		355%

Busch		$1,591,000		$2,601,018		163%


		ATI is committed to conducting its business in an honest, ethical and lawful manner. We do the right things, the right way, everyday.
		We are on a relentless pursuit of protecting the health and safety of our employees, the environment, and our communities. We support sustainable development and consistently work to improve our operations to the benefit of our stockholders, employees, customers and local communities.
		We are committed to maintaining a collaborative workplace where employees are supported and respected, free of harassment abusive conduct and bullying, and where all employees can do their best work.


		We value our reputation. We strive to create value for our stakeholders while operating as a good corporate citizen.
		We are also committed to providing information in our financial reporting that is accurate, complete, objective, and auditable and reflects a true picture of our business. We have a robust system of internal controls.
		We take these commitments seriously. Our management and our Board have instilled an enterprise culture that supports and honors the polices we undertake to further our commitments.



Board Independence		◆ All of our current directors are independent, except for Mr. Wetherbee, who is our Executive Chairman, and Ms. Fields, who is our President and Chief Executive Officer. ◆ Our independent directors meet in regularly scheduled executive sessions without management present.

Lead Independent Director		◆ J. Brett Harvey currently serves as our Lead Independent Director. ◆ Stockholders can communicate with our independent directors through our Lead Independent Director.

Board Composition		◆ Currently, the Board has fixed the number of directors at ten. ◆ Our Board regularly assesses its performance and can adjust the number of directors according to need or as the opportunity arises to enhance the overall mix of skills and experience represented on our Board. ◆ Our Board has a diverse mix of skills, experience and background; 40% of our directors are women and one is a person of color. ◆ We have a mandatory retirement age.

Accountability to Stockholders		◆ Engagement with Stockholders. We actively reach out to our stockholders through our annual engagement program and communicate with them on important compensation, governance and sustainability issues. Also, stockholders can contact our Board, Executive Chairman, Lead Independent Director or management by email or regular mail. ◆ Proxy Access. We allow a stockholder or group of up to 20 stockholders owning an aggregate of 3% or more of our outstanding common stock for at least three years to nominate and include in our proxy materials director nominees constituting up to 20% of the number of directors then in office or two nominees, whichever is greater, provided the stockholders and nominees otherwise satisfy the requirements of our Bylaws. ◆ Majority Voting/Director Resignation Policy. Our director resignation policy provides that any nominee for director in an uncontested election who receives a greater number of votes “withheld” than votes “for” his or her election must promptly tender his or her resignation to the Board for the Board’s consideration.

Independent Board Committees		◆ All of the Board’s standing committees are composed entirely of independent directors, and each has a written charter that is reviewed and reassessed annually and is posted on our website.

Risk Oversight		◆ Our full Board is ultimately responsible for risk oversight and has designated committees to assist in the oversight of certain key risks. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

Succession Planning		◆ The Board actively monitors our management succession plans and receives regular updates on employee recruitment, engagement, culture and retention matters. At least annually, the Board reviews senior management succession and development plans. ◆ The Board evaluates matters related to Board succession and the processes by which additional directors with strong and diverse experience can be attracted and selected for future Board seats.

Self-Evaluations		◆ We have an annual self-evaluation process for the Board and for each standing committee of the Board.

Director and NEO Stock Ownership		◆ Each director is expected to own ATI common stock with a value equivalent to at least four times the amount of their annual cash retainer. ◆ Executives are expected to own ATI common stock with a value equivalent to: – President and CEO: six times base salary; – Executive Chairman: four times base salary; – Executive Vice President: three times base salary; and – Senior Vice Presidents: two times base salary.

Ethics/Corporate Responsibility		◆ Our Corporate Governance Guidelines, Code of Conduct, Supplier Expectations and Supply Chain Policies, TCFD Report and annual Corporate Responsibility Report are each available on our website. ◆ Our Code of Conduct applies to all of our directors, officers and employees, and we have an active ethics and compliance program that requires each of them to participate in training and asks that they make annual certifications with respect to the Code of Conduct. ◆ We expect each of our suppliers to comply with our Supplier Expectations and Supply Chain Policies, including policies with respect to business conduct and ethics, the sourcing of conflict minerals and policies to combat bribery, corruption and human trafficking.



Governance		Senior management aligns procedures and guidelines to the broader business strategy. Policies are reviewed and updated regularly. New policies are developed and launched as appropriate to address new and emerging risks. We leverage third-party subject matter experts across several areas in a manner that aligns with leading industry recommendations. The Company’s Chief Digital and Information Officer reports to the Audit and Risk Committee quarterly.

Security Awareness / Training		All employees are asked to certify that they understand and adhere to our ATI Code of Conduct, which emphasizes employee responsibility for information security and preventing unauthorized use of ATI digital systems and equipment. We provide annual cybersecurity training for all employees, as well as role-specific information security training. Security awareness communications are distributed regularly to address new and emerging risks and other topics of immediate concern. We sponsor a “Cyber Security Month” in October each year and conduct regular phishing exercises.

Technical Safeguards		We deploy measures to protect our operational technology environments, on-premises and cloud computing environments, network perimeter, and internal digital technology platforms. Protection measures include: ◆ internal and external firewalls; ◆ network intrusion detection; ◆ penetration testing; ◆ vulnerability assessments; ◆ threat intelligence; and ◆ anti-malware and access controls.

Incident Response Plans		We maintain and update incident response plans that address the life cycle of a cyber incident. We routinely evaluate the effectiveness of such plans. Incident response plans focus on: ◆ technical issues, including detection, response and recovery; ◆ incident reporting and escalation; ◆ external communication and legal compliance; and ◆ breach simulations and penetration testing through internal and external exercises.

Insurance		We maintain a cybersecurity risk policy.



Climate Change/Environmental Sustainability		The Audit and Risk Committee is broadly responsible for assisting the Board in overseeing risks associated with climate change and other environmental compliance and sustainability matters. The Committee regularly discusses with management the Company’s significant risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management guidelines and policies.

Talent Development/ Social Responsibility		The Compensation and Leadership Development Committee assists the Board in its oversight responsibility concerning executive compensation and management organization matters generally. It monitors and encourages the development of intellectual capital and oversees the Company’s talent development policies and procedures, including its workforce and professional development and diversity and inclusion initiatives, the impact to the Company of current or anticipated political, legislative or regulatory trends or developments regarding human capital management, and management’s efforts to mitigate any resulting risks to the Company and its culture.

Governance		The Nominating and Governance Committee assists the Board in overseeing our corporate governance practices and profile, including as appropriate, the legal standards, prevailing recommended practices, investor views and potential benefits and risks associated with or impacting our governance practices and profile. It leads the Board’s director succession planning and recruitment efforts and makes recommendations to the Board concerning its committee structure, the membership of committees of the Board and the chairpersons of the respective committees. This includes committee member qualification and appropriate delegations of authority to its various committees.


Director⁽¹⁾	Audit and Risk	Nominating and Governance	Compensation and Leadership Development


L. M. Ball	CHAIR		∎


H. J. Carlisle	∎


C. Corvi		∎	CHAIR


J. B. Harvey		CHAIR	∎


D. P. Hess		∎	∎


M. Kah	∎


D. J. Morehouse	∎


R. Sharma	∎


Number of Meetings held in 2024	8	3	4


Pay Component		2024 Compensation

Annual Retainer		$250,000 – $125,000 Cash – $125,000 Restricted Stock Value

Lead Independent Director Retainer		$40,000

Committee Chair Retainers*		Audit and Risk $25,000 Compensation and Leadership Development $20,000 Nominating and Governance $15,000

Board service travel expenses are also paid by the Company


Name⁽¹⁾	Fees Earned Or Paid In Cash ($)⁽²⁾		Stock Awards ($)⁽³⁾		All Other Compensation		Total ($)

L. M. Ball		150,000		124,986		–		274,986

H. J. Carlisle		125,000		124,986		–		249,986

C. Corvi		145,000		124,986		–		269,986

J. C. Diggs		77,500		0		–		77,500

J. B. Harvey		0		297,496		–		297,496

D. P. Hess		140,000		124,986		–		264,986

M. Kah		125,000		124,986		–		249,986

D. J. Morehouse		0		249,972		–		249,972

R. Sharma		125,000		124,986		–		249,986


Name		Biographical information

Robert S. Wetherbee, 65 Executive Chairman since July 2024		Mr. Wetherbee became Executive Chairman in July 2024, after serving as ATI’s Chief Executive Officer from January 2019 to July 2024. He has been a member of the Board since January 2019 and was appointed Board Chair in May 2021. Additionally, he served as President from January 2019 until June 2023. Previously, Mr. Wetherbee was Executive Vice President, ATI Flat Rolled Products Group, from January 2015 to December 2018, and prior to that, was the President of ATI Flat Rolled Products from April 2014 to January 2015. Mr. Wetherbee joined ATI in 2010 following a 29-year career with Alcoa Inc. and served as President of ATI’s tungsten business from 2010 through 2012. From March 2013 to February 2014, Mr. Wetherbee was President and Chief Executive Officer of Minerals Technologies, Inc. Currently, Mr. Wetherbee also serves on the board of directors of Commercial Metals Company, which offers products and technologies to meet the critical reinforcement needs of the global construction sector.

Kimberly A. Fields, 55 Director; President and CEO since July 2024		Ms. Fields became ATI’s President and Chief Executive Officer on July 1, 2024. She was appointed President and Chief Operating Officer in June 2023, having served as Executive Vice President and Chief Operating Officer from January 2022 to June 2023, as Executive Vice President, AA&S and HPMC throughout 2021 and as Executive Vice President, Advanced Alloys & Solutions from April 2019 to December 2020. She joined ATI in April 2019 after serving as Group President at IDEX Corporation since 2015. Previously, Ms. Fields served as Executive Vice President for the integrated global steel producer EVRAZ, where she had full responsibility for all activities for the $2 billion North American Flat Products business. Prior to that, Ms. Fields was General Manager of Industrials for GE Energy, with global responsibility for growing GE’s penetration in metals, petrochemicals and mining segments, after holding a series of leadership positions with Alcoa, Inc., The Boston Consulting Group and Owens Corning Fiberglass. Ms. Fields also served on the board of directors of Silgan Holdings Inc. from July 2019 to July 2024.

Donald P. Newman, 60 Executive Vice President, Finance and Chief Financial Officer since January 2022		Mr. Newman was appointed to his current role after serving as Senior Vice President, Finance and Chief Financial Officer from January 2020 through December 2021. He joined ATI in January 2020, having served as Chief Financial Officer of Stelco Holdings, Inc. from August 2017 through December 2019. Previously, Mr. Newman was Chief Financial Officer of Headwaters Incorporated from December 2010 until it was acquired in May 2017. In previous roles, Mr. Newman served as Vice President – Controller and Interim Chief Financial Officer at Boart Longyear Limited and as Chief Accounting Officer at ACI Worldwide, Inc., and held leadership roles for over 12 years at NRG Energy, Inc. Currently, Mr. Newman also serves on the board of directors of AdvanSix Inc.

Tina K. Busch, 52 Senior Vice President, Chief Human Resources Officer since October 2022		Ms. Busch joined ATI as Senior Vice President, Chief Human Resources Officer after serving as Vice President, Human Resources & Communications for the Performance Materials and Technologies group at Honeywell International Inc., a leading software-industrial company, from July 2021 to October 2022. Prior to that, Ms. Busch held several roles at Kimberly Clark Corporation between 2010 and 2021, including serving as Vice President, Human Resources for the Asia Pacific Region from January 2019 to July 2021 and as Vice President and Global Diversity Officer from 2016 to December 2018. She also held leadership roles during her earlier tenure at Pitney Bowes Inc.

Vaishali S. Bhatia, 42 Senior Vice President, General Counsel and Chief Compliance Officer since March 2024		Ms. Bhatia joined ATI in her current role after serving as Executive Vice President, General Counsel and Secretary of HF Sinclair Corporation, an independent energy company that produces and markets high-value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products, since March 2023. Previously, she served in a series of senior roles with HF Sinclair and its predecessor company, HollyFrontier, since 2011, including Senior Vice President, General Counsel and Secretary from November 2019 to March 2023, Acting General Counsel and Secretary from August 2019 to November 2019 and Assistant General Counsel and Assistant Secretary from May 2017 to August 2019. Prior to joining HF Sinclair, Ms. Bhatia was an associate at Jones Day, a global law firm.

Timothy J. Harris, 50 Senior Vice President, Chief Digital and Information Officer since May 2019		Mr. Harris joined ATI as Senior Vice President, Chief Digital and Information Officer after serving as Chief Information Officer at Andeavor from November 2016 to April 2019. Prior to that, he held a series of senior positions at Mylan N.V., including most recently Chief Technology Officer and head of Global Technology Services from June 2013 to March 2016. Before joining Mylan, Mr. Harris held several global technology roles for Aviva PLC, following over ten years in leadership positions at Rockwell Collins.



1. Our Compensation Framework and Philosophy			41

2. How We Determine Executive Compensation			44

Compensation Setting Process			44

Monitoring Performance and Progress			45

Benchmarking Peer Group			45

3. 2024 Executive Compensation Program Overview			47

4. Elements of 2024 Executive Compensation Program			48

Base Salary			48

Short-Term Incentive Program			48

Long-Term Incentive Plan			50

5. 2024 Business and Incentive Compensation Results			52

6. Total Realized Compensation			56

7. Other Compensation Practices and Policies			57

Compensation Committee Report			58

2024 Compensation Tables

Summary Compensation Table for 2024			59

Grants of Plan-Based Awards for 2024			61

Outstanding Equity Awards at Fiscal Year-End			62

Option Exercises and Stock Vested for 2024			63

Pension Benefits for 2024			63

Non-Qualified Deferred Compensation for 2024			64

Employment and Change in Control Agreements			65

Potential Payments Upon Termination			67


		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.


	Responsibility:	Purpose:	Used to:

Review of Annual and Long-Term Business Plans	Board and management	Aligning incentive compensation with business objectives	Support determination of performance targets in incentive plans
Individual Performance Assessments	CLDC and CEO	Evaluating individual performance of CEO and, based on CEO input, our other executive officers	◆ Determine each executive’s personal performance relative to the individual goals that comprise the 10% component of his or her short-term incentive award and to determine payments for the award period that recently ended ◆ Assist in setting individual award opportunities for the next year/ award cycle

Company Achievement of Performance Goals	CLDC and management	Determining award payments based on Company performance in completed performance periods	◆ Determine award payouts ◆ Assist in determining appropriate performance goals for upcoming periods

Market and Peer Analysis	Compensation consultants	Benchmarking and making compensation recommendations for our executives	Set competitive base pay and short-term and long-term incentive targets and compensation opportunities for the next year/ award cycle

Pay and Performance Analysis	CLDC and management	Evaluating pay and performance relative to publicly available financial and compensation information to validate individual compensation plans	Assess achievement under the incentive plans relative to Company and peer performance
Stockholder Outreach	Management	Obtaining stockholder feedback on concerns and questions relating to plan design and performance	Understand expectations of investors and monitor trends in executive compensation from the perspective of stockholders. Used to evaluate compensation policies, practices and plans.


	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
ANNUAL/SHORT TERM INCENTIVE	2024 Annual Performance Plan	To provide performance-based annual cash awards to motivate and reward key employees for achieving our short-term business objectives and to drive performance.	Mix of metrics, including: ◆ EBITDA (60%) ◆ Free Cash Flow (30%) ◆ Strategic/Individual goals (10%)	VARIABLE
LONG- TERM INCENTIVE	Long-Term Incentive Plan: Performance Stock Units (“PSUs”) (70%)	To provide performance-based equity compensation designed to drive ATI’s earnings and motivate key managers.	Awards vest at the end of a three-year performance period based on achievement of specified goals. Awards granted in 2024 vest based on the Company’s TSR relative to that of a predetermined peer group.
LONG- TERM INCENTIVE	Long-Term Incentive Plan: Restricted Stock Units (“RSUs”) (30%)	To enhance the program’s ability to retain participants and align executives’ and stockholders’ interests in share price appreciation.	Time-vested awards that generally vest in equal annual installments on the first three anniversaries of the applicable grant date, subject to the award recipient’s continued employment by the Company.


Named Executive Officer	2024 Base Salary Rate ($)¹		2023 Base Salary Rate ($)²

Fields		862,500		730,000

Wetherbee		895,000		975,000

Newman		675,000		630,000

Bhatia		620,000		N/A

Harris		520,000		495,000

Busch		475,000		450,000

Davis³		515,000		515,000


	Annual Incentive Opportunities (percentage of base salary)
Continuing Named Executive Officer*	Below Threshold (0% of Target)		Threshold (25% of Target)		Target (100% of Target)		Maximum (200% of Target)

Fields		0%		25%		100%		200%

Wetherbee		0%		31.25%		125%		250%

Newman		0%		20%		80%		160%

Bhatia and Harris		0%		17.5%		70%		140%

Busch		0%		15%		60%		120%


Vehicle	Performance	Vesting	Payout Range


Performance Stock Units	Relative TSR	Cliff vesting following a 3-Year Performance Period	Threshold = 25% of Target Target = 100% Maximum = 200% of Target* * At the inception of the award period, the Committee can reduce the threshold and maximum payout levels at its discretion.


Restricted Stock Units	N/A	3-Year Ratable Vesting


	At Target (100%)¹				Actual
Named Executive Officer	Target (% of Base Salary)		Target Dollar Amount ($)		Actual Weighted Achievement (% of Salary Earned)⁽²⁾		Earned/Paid Cash Award ($)

Fields		113.4		978,125		146.6		1,422,302

Wetherbee		114.5		1,025,000		146.6		1,514,420

Newman		80		540,000		147.1		792,303

Bhatia		70		325,000		144.1		464,234

Harris		70		364,000		144.8		526,475

Busch		60		285,000		145.1		412,698

Davis		70		270,375		100.0		270,375


			($ in millions)
Financial Performance Goals	Relative Weighting (% of Total Award)		Threshold		Target		Maximum		2024 Actual Performance		2024 Actual Achievement (% of Goal Target)

ATI EBITDA		60		590		680		730		728		194.8%

ATI Free Cash Flow		30		200		275		350		240		57.3%

Aggregate Financial Performance		90


Aggregate Performance	Financial Performance Goals (90%)		Strategic/Individual Goals (10%)		Total 2024 Achievement (%)		Total 2024 Achievement ($)

Fields		149%		125.0%		146.6		1,422,302

Wetherbee		149%		125.0%		146.6		1,514,420

Newman		149%		130.0%		147.1		792,303

Bhatia		149%		100.0%		144.1		464,234

Harris		149%		107.5%		144.8		526,475

Busch		149%		110.0%		145.1		412,698

Davis		100%		100.0%		100.0		270,375


Named Executive Officer	2024 Base Salary Rate ($)		2024 Annual Performance Plan (APP) ($)		2022-2024 Performance Restricted Share Units($)⁽¹⁾

Fields		862,500		1,422,302		6,699,530

Wetherbee		895,000		1,514,420		16,241,409

Newman		675,000		792,303		5,359,556

Bhatia		620,000		464,234		N/A

Harris		520,000		526,474		3,816,638

Busch		475,000		412,697		1,209,510

Davis		515,000		270,375		3,721,961


Name and Principal Position	Year		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)

Kimberly A. Fields		2024		855,769		—		3,461,225		1,422,302		—		152,521		5,891,817

President and CEO		2023		726,538		—		2,118,819		957,214		—		164.416		3,996,987

		2022		657,692		—		3,524,889		1,282,500		—		173,875		5,638,956

Robert S. Wetherbee		2024		903,654		—		4,518,727		1,514,420		5,076		231,884		7,173,761

Executive Chairman and former CEO		2023		973,077		—		4,774,796		1,632,945		17,259		272,477		7,670,554
Executive Chairman and former CEO		2022		925,000		—		7,555,702		2,254,687		—		272,218		11,007,607

Donald P. Newman		2024		673,269		—		1,677,552		792,303		—		117,113		3,260,237

EVP, Finance and CFO		2023 2022		628,846 599,615		— 116,667		1,654,456 2,908,431		670,853 930,603		— —		130,998 142,506		3,085,153 4,697,822

Vaishali S. Bhatia⁽⁶⁾		2024		460,231		700,000		3,784,007		464,235		—		31,853		5,440,325

SVP, General Counsel & CCO

Timothy J. Harris⁽⁶⁾		2024		519,231		—		1,174,830		526,474		—		80,965		2,301,500

SVP and CDIO		2023		498,846		—		1,193,696		460,061		—		91,877		2,244,480

Tina K. Busch⁽⁶⁾		2024		474,038		150,000		939,014		412,698		—		64,791		2,040,541

SVP and CHRO

Elliot S. Davis		2024		515,000		97,328		1,163,530		270,375		—		76,477		2,122,710

Former Chief Legal Officer		2023		514,423		—		1,229,507		467,585		—		103,278		2,314,793

		2022		500,000		—		2,304,016		682,500		—		96,809		3,583,325


Name	Nonqualified Defined Contribution Plans ($)⁽¹⁾		Contributions made by the Company to 401(k) and Other Defined Contribution Plans ($)		Insurance Premiums ($)		Other ($)		Total ($)

Kimberly A. Fields		117,439		27,600		7,482		—		152,521

Robert S. Wetherbee		175,328		27,600		28,956		—		231,884

Donald P. Newman		79,930		27,600		9,583		—		117,113

Vaishali S. Bhatia		4,609		26,200		1,043		—		31,853

Tina K. Busch		34,845		27,600		2,346		—		64,791

Timothy J. Harris		50,743		27,600		2,622		—		80,965

Elliot S. Davis		42,608		27,600		6,269		—		76,477


				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards:		All Other Option Awards: Number of	Exercise Or Base	Grant Date Fair Value of
Name	Description⁽¹⁾	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Number of Shares of Stock (#)		Securities Underlying Options (#)	Price of Option Awards ($/sh)	Plan-Based Equity Awards ($)⁽²⁾

Fields	APP				489,063		978,125		1,956,250

	RSU		7/1/2024														13,822				749,982

	RSU		1/3/2024														16,846				719,998

	PSU		1/3/2024								19,654		39,307		78,614						1,991,245

	Total				489,063		978,125		1,956,250		19,654		39,307		78,614		30,668				3,461,225

Wetherbee	APP				512,500		1,025,000		2,050,000

	RSU		1/3/2024														28,076				1,199,988

	PSU		1/3/2024								32,756		65,512		131,024						3,318,759

	Total				512,500		1,025,000		2,050,000		32,756		65,512		131,024		28,076				4,518,747

Newman	APP				270,000		540,000		1,080,000

	RSU		1/3/2024														10,423				445,479

	PSU		1/3/2024								12,161		24,321		48,642						1,232,073

	Total				270,000		540,000		1,080,000		12,161		24,321		48,642		10,423				1,677,552

Bhatia	APP				162,750		325,500		651,000

	RSU		3/20/2024														58,456				2,840,962

	PSU		3/20/2024								8,186		16,371		32,742						943,045

	Total				162,750		325,500		651,000		8,186		16,371		32,742		58,456				3,784,007

Harris	APP				182,000		364,000		728,000

	RSU		1/3/2024														7,299				311,959

	PSU		1/3/2024								8,517		17,033		34,066						862,871

	Total				182,000		364,000		728,000		8,517		17,033		34,066		7,299				1,174,830

Busch	APP				142,500		285,000		570,000

	RSU		1/3/2024														5,834				249,345

	PSU		1/3/2024								6,807		13,614		27,228						689,669

	Total				142,500		285,000		570,000		6,807		13,614		27,228		5,834				939,014

Davis	APP				135,188		270,375		540,750

	RSU		1/3/2024														7,229				308,967

	PSU		1/3/2024								8,435		16,869		33,738						854,563

	Total				135,188		270,375		540,750		8,435		16,869		33,738		7,229				1,163,530


			Stock Awards⁽¹⁾
Name	Grant Date		Number of Shares or Units of Stock that Have Not Vested (#)⁽²⁾		Market Value of Shares or Units of Stock that Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)⁽³⁾

Fields		1/4/2022		13,146		723,556

		1/4/2022						71,795	⁽⁴⁾		3,951,597

		1/3/2023		12,009		660,975

		1/3/2023						42,033	⁽⁵⁾		2,313,496

		1/3/2024		16,846		927,204

		1/3/2024						39,307	⁽⁶⁾		2,163,457

		7/1/2024		13,822		760.763

				55,823		3,072,498		153,135			8,428,550

Wetherbee		1/4/2022		31,869		1,754,070

		1/4/2022						128,205	⁽⁴⁾		7,056,403

		1/3/2023		27,063		1,489,548

		1/3/2023						94,722	⁽⁵⁾		5,213,499

		1/3/2024		28,076		1,545,303

		1/3/2024						65,512	⁽⁶⁾		3,605,780

				87,088		4,788,921		288,439			15,875,682

Newman		1/4/2022		10,516		578,801

		1/4/2022						61,538	⁽⁴⁾		3,387,052

		1/3/2023		9,377		516,110

		1/3/2023						32,821	⁽⁵⁾		1,806,468

		1/3/2024		10,423		573,682

		1/3/2024						24,321	⁽⁶⁾		1,338,628

				30,316		1,668,593		118,680			6,532,148

Bhatia		3/20/2024		58,456		3,217,418

		3/20/2024						16,371	⁽⁶⁾		901,060

				58,456		3,217,418		16,371			901,060

Harris		1/4/2022		7,489		412,195

		1/4/2022						51,282	⁽⁴⁾		2,822,561

		1/3/2023		6,765		372,346

		1/3/2023						23,680	⁽⁵⁾		1,303,407

		1/3/2024		7,299		401,737

		1/3/2024						17,033	⁽⁶⁾		937,496

				21,553		1,186,278		91,995			5,063,404

Busch		10/10/2022		8,555		470,867

		10/10/2022						41,666	⁽⁴⁾		2,293,297

		1/3/2023		4,566		251,313

		1/3/2023						15,984	⁽⁵⁾		879,759

		1/3/2024		5,834		321,103

		1/3/2024						13,614	⁽⁶⁾		749,315

				18,995		1,043,283		71,264			3,922,371

Davis		1/4/2022						32,865	⁽⁴⁾		1,808,890

		1/3/2023						14,228			783,109

		1/3/2024						16,869	⁽⁶⁾		928,470

								63,962			3,520,469


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾		Value Realized on Vesting ($)⁽²⁾

Fields		173,744		9,088,363

Wetherbee		443,493		22,980,581

Newman		145,935		7,568,341

Bhatia		0		0

Harris		111,558		5,715,402

Busch		28,156		1,529,212

Davis		131,077		6,992,678


Name⁽¹⁾	Plan Name	Years of Credited Service (#)⁽²⁾		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)

Fields	N/A		—		—		—
Wetherbee	ATI Pension Plan 2		3		—		119,888

	ATI Non-Qualified Benefit Restoration Plan		3		158,239		—

Newman	N/A		—		—		—

Harris	N/A		—		—		—

Busch	N/A		—		—		—

Davis	N/A		—		—		—