XML 106 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation
S-K,
we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning ATI’s variable
pay-for-performance
philosophy and how ATI aligns executive compensation with its performance, see “Executive Compensation — Compensation Discussion and Analysis.” Our Compensation and Leadership Development Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
 
Year
  
Summary
Compensation Table
total for CEO ($)
(1)
    
Compensation
actually paid to
CEO ($)
(2)
    
Average Summary
Compensation
Table total for
non-CEO
NEOs
($)
(3)
     
Average
Compensation
actually paid to
non-CEO

NEOs ($)
(4)
    
Value of initial fixed $100
investment based on:
    
Net Income ($)
    
ATI Adjusted
EBITDA ($)
(7)
  
 
Total share-
holder return ($)
    
Peer group total
share-holder
return ($)
(5)
  
2023     7,670,554       35,206,270       2,902,853        12,593,071       220.09       174.04       410,800,000       634,600,000  
2022     11,007,608       32,090,373       4,410,737        11,733,557       144.53       132.42       323,500,000       612,800,000  
2021     7,590,345       6,677,580       2,792,700        2,480,715       77,11       149.62       184,600,000       366,500,000  
2020     5,710,651       1,229,666       2,107,531        692,423       81.17       116.49       (1,559,600,000 )      196,300,000  
 
(1)
Reflects total compensation for our CEO, Robert S. Wetherbee, who is our “Principal Executive Officer,” as determined in accordance with Item 402(c) of
Regulation S-K
and (“Item 402(c)”) and reflected on the Company’s 2023 Summary Compensation Table as shown on page 65 of this Proxy Statement (the “Summary Compensation Table”) for 2023, 2022, 2021 and 2020 as indicated.
 
(2)
For a reconciliation of Compensation Actually Paid to Total Compensation as reflected on the Summary Compensation Table for Mr Wetherbee, see the immediately following table under the headings “Compensation Actually Paid to CEO.”
 
(3)
Reflects the average total compensation for our
non-CEO
NEOs as determined in accordance with Item 402(c) and reflected in the Summary Compensation Table for 2023, 2022, 2021 and 2020 as indicated. Compensation paid to the following executive officers is included in the average amounts shown for each such year:
 
 
2023: Kimberly A. Fields, Donald P. Newman, Elliot S. Davis and Timothy J. Harris
 
 
2022: Ms. Fields, Messrs. Newman and Davis and Kevin B. Kramer, who ceased to serve as an executive officer of the Company in 2022 and retired in January 2024.
 
 
2021: Ms. Fields and Messrs. Newman, Kramer and Davis
 
 
2020: Ms. Fields and Messrs. Newman and Kramer, as well as John D. Sims, former Executive Vice President for the Company’s HPMC business who retired in
mid-2021
and Patrick J. DeCourcy, former Senior Vice President, Finance and Chief Financial Officer, who retired in January 2020.
 
(4)
For a reconciliation of average Compensation Actually Paid to average Total Compensation as reflected on the Summary Compensation Table for our
non-CEO
NEOs, see the table below under the heading “Compensation Actually Paid to
Non-CEO
NEOs.”
 
(5)
The peer group used for the purposes of this table is the S&P MidCap 400 Industrials Index.
 
(6)
The Company Selected Measure for purposes of this table is ATI Adjusted EBITDA.
“Compensation Actually Paid,” as determined under applicable SEC rules, reflects adjusted values for unvested and vested equity awards during the years shown in the table based on
year-end
stock prices, various accounting valuation assumptions, and other adjustments. As a result, Compensation Actually Paid fluctuates, potentially significantly, based on changes in our stock price and other assumed values and does not reflect the actual value realized by our CEO or any of our NEOs in connection with the vesting of those awards. The following table sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our CEO during each of the years in question:
Compensation Actually Paid to CEO
 
Year
  
Amounts Reflected in
Summary Compensation Table ($)
    
YE Fair Value of
Equity Compensation
granted in
Current Year ($)
(4)
    
Change in CY Fair
Value of Unvested
Prior Year Equity
Awards ($)
(5)
    
Change in CY Fair
Value of Equity
Awards Vesting
in CY ($)
(5)
     
Compensation
Actually
Paid ($)
  
 
Total
Compensation
(1)
    
Pension
Value
(2)
    
Equity Value
(3)
  
2023     7,670,554       (17,259 )      (4,774,796)       8,913,063       13,040,130       10,374,578        35,206,270  
2022     11,007,608       —       (7,555,702)       18,204,232       8,330,568       2,103,668        32,090,373  
2021     7,590,345       —       (4,428,259)       3,040,422       (43,181)       518,253        6,677,580  
2020     5,710,651       (45,679)       (4,128,163)       1,035,179       (1,234,013)       (108,309)        1,229,666  
 
(1)
As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table.
 
(2)
Amount shown for 2020 reflects the actuarial change in the present value of Mr. Wetherbee’s benefits under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in contractual employment arrangements. Also effective December 31, 2014, the Company froze the defined benefit-type
non-qualified
deferred compensation plans in which salaried employees participate, including the defined benefit portion of the ATI Benefit Restoration Plan in which Mr. Wetherbee participates. In 2020, the discount rate used was 2.6% and had the effect of increasing the pension benefit to Mr. Wetherbee.
 
(3)
Aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made to Mr. Wetherbee under the Company’s LTIP in 2023, 2022, 2021 and 2020 as indicated. Grant date fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the applicable grant date. Grant date fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
 
(4)
Aggregate
year-end
2023, 2022, 2021 and 2020 (as applicable) fair value of the awards described in footnote (3) above.
Year-end
fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the last trading day of the applicable year.
Year-end
fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
(5)
Changes in fair value determined by comparing fair values determined in the manner described above with comparable prior year values.
The following table sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our
non-CEO
NEOs during each of the years in question:
Compensation Actually Paid to
Non-CEO
NEOs
 
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)
    
Prior Year-End

Fair Value of
Equity Awards
Forfeited in CY
($)
(6)
    
Compensation
Actually Paid
($)
  
 
Total
Compensation
(1)
     
Pension Value
(2)
     
Equity Value
(3)
  
2023     2,902,853        —        (1,549,120 )      2,776,371        5,712,179       2,750,786       —       12,593,071  
2022     4,410,737        —        (2,766,323 )      6,781,978        2,710,245       596,920       —       11,733,557  
2021     2,792,700        —        (1,392,976 )      1,003,087        (12,807 )      90,710       —       2,480,715  
2020     2,107,531        (161,741 )       (1,108,151 )      393,196        (387,167 )      (86,442 )      (64,803 )      692,423  
 
(1)
As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table
 
(2)
Amount shown for 2020 reflects the actuarial change in the present value of benefits for Mr. Sims, who retired in 2021, under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in contractual employment arrangements. Also effective December 31, 2014, the Company froze the defined benefit-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. Sims participated. In 2020, the discount rate used was 2.6% and had the effect of increasing the pension benefit to Mr. Sims.
 
(3)
Average grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made to NEOs under the Company’s LTIP in 2022, 2021 and 2020 as indicated. Grant date fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the applicable grant date. Grant date fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
(4)
Average
year-end
2023, 2022, 2021 and 2020 (as applicable) fair value of the awards described in footnote (3) above.
Year-end
fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the last trading day of the applicable year.
Year-end
fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
(5)
Changes in fair value determined by comparing fair values determined in the manner described above with comparable prior year values.
 
(6)
Includes amounts forfeited by Mr. DeCourcy in connection with his retirement.
     
Company Selected Measure Name ATI Adjusted EBITDA      
Named Executive Officers, Footnote
(3)
Reflects the average total compensation for our
non-CEO
NEOs as determined in accordance with Item 402(c) and reflected in the Summary Compensation Table for 2023, 2022, 2021 and 2020 as indicated. Compensation paid to the following executive officers is included in the average amounts shown for each such year:
 
 
2023: Kimberly A. Fields, Donald P. Newman, Elliot S. Davis and Timothy J. Harris
 
 
2022: Ms. Fields, Messrs. Newman and Davis and Kevin B. Kramer, who ceased to serve as an executive officer of the Company in 2022 and retired in January 2024.
 
 
2021: Ms. Fields and Messrs. Newman, Kramer and Davis
 
 
2020: Ms. Fields and Messrs. Newman and Kramer, as well as John D. Sims, former Executive Vice President for the Company’s HPMC business who retired in
mid-2021
and Patrick J. DeCourcy, former Senior Vice President, Finance and Chief Financial Officer, who retired in January 2020.
     
Peer Group Issuers, Footnote The peer group used for the purposes of this table is the S&P MidCap 400 Industrials Index.      
PEO Total Compensation Amount $ 7,670,554 $ 11,007,608 $ 7,590,345 $ 5,710,651
PEO Actually Paid Compensation Amount $ 35,206,270 32,090,373 6,677,580 1,229,666
Adjustment To PEO Compensation, Footnote
Compensation Actually Paid to CEO
 
Year
  
Amounts Reflected in
Summary Compensation Table ($)
    
YE Fair Value of
Equity Compensation
granted in
Current Year ($)
(4)
    
Change in CY Fair
Value of Unvested
Prior Year Equity
Awards ($)
(5)
    
Change in CY Fair
Value of Equity
Awards Vesting
in CY ($)
(5)
     
Compensation
Actually
Paid ($)
  
 
Total
Compensation
(1)
    
Pension
Value
(2)
    
Equity Value
(3)
  
2023     7,670,554       (17,259 )      (4,774,796)       8,913,063       13,040,130       10,374,578        35,206,270  
2022     11,007,608       —       (7,555,702)       18,204,232       8,330,568       2,103,668        32,090,373  
2021     7,590,345       —       (4,428,259)       3,040,422       (43,181)       518,253        6,677,580  
2020     5,710,651       (45,679)       (4,128,163)       1,035,179       (1,234,013)       (108,309)        1,229,666  
 
(1)
As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table.
 
(2)
Amount shown for 2020 reflects the actuarial change in the present value of Mr. Wetherbee’s benefits under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in contractual employment arrangements. Also effective December 31, 2014, the Company froze the defined benefit-type
non-qualified
deferred compensation plans in which salaried employees participate, including the defined benefit portion of the ATI Benefit Restoration Plan in which Mr. Wetherbee participates. In 2020, the discount rate used was 2.6% and had the effect of increasing the pension benefit to Mr. Wetherbee.
 
(3)
Aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made to Mr. Wetherbee under the Company’s LTIP in 2023, 2022, 2021 and 2020 as indicated. Grant date fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the applicable grant date. Grant date fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
 
(4)
Aggregate
year-end
2023, 2022, 2021 and 2020 (as applicable) fair value of the awards described in footnote (3) above.
Year-end
fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the last trading day of the applicable year.
Year-end
fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
(5)
Changes in fair value determined by comparing fair values determined in the manner described above with comparable prior year values.
     
Non-PEO NEO Average Total Compensation Amount $ 2,902,853 4,410,737 2,792,700 2,107,531
Non-PEO NEO Average Compensation Actually Paid Amount $ 12,593,071 11,733,557 2,480,715 692,423
Adjustment to Non-PEO NEO Compensation Footnote
Compensation Actually Paid to
Non-CEO
NEOs
 
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)
    
Prior Year-End

Fair Value of
Equity Awards
Forfeited in CY
($)
(6)
    
Compensation
Actually Paid
($)
  
 
Total
Compensation
(1)
     
Pension Value
(2)
     
Equity Value
(3)
  
2023     2,902,853        —        (1,549,120 )      2,776,371        5,712,179       2,750,786       —       12,593,071  
2022     4,410,737        —        (2,766,323 )      6,781,978        2,710,245       596,920       —       11,733,557  
2021     2,792,700        —        (1,392,976 )      1,003,087        (12,807 )      90,710       —       2,480,715  
2020     2,107,531        (161,741 )       (1,108,151 )      393,196        (387,167 )      (86,442 )      (64,803 )      692,423  
 
(1)
As determined in accordance with Item 402(c) and reflected on the Summary Compensation Table
 
(2)
Amount shown for 2020 reflects the actuarial change in the present value of benefits for Mr. Sims, who retired in 2021, under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Effective December 31, 2014, the Company froze future benefit accruals in the ATI Pension Plan for all participating employees other than those in contractual employment arrangements. Also effective December 31, 2014, the Company froze the defined benefit-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. Sims participated. In 2020, the discount rate used was 2.6% and had the effect of increasing the pension benefit to Mr. Sims.
 
(3)
Average grant date fair value, determined in accordance with FASB ASC Topic 718, of awards made to NEOs under the Company’s LTIP in 2022, 2021 and 2020 as indicated. Grant date fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the applicable grant date. Grant date fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
(4)
Average
year-end
2023, 2022, 2021 and 2020 (as applicable) fair value of the awards described in footnote (3) above.
Year-end
fair values for RSUs granted in each such year are based on the average of the high and low trading prices for a share of ATI stock on the last trading day of the applicable year.
Year-end
fair values for PSUs granted in each such year, including BPUs, were estimated using Monte Carlo simulations of stock price correlation, projected dividend yields and other variables over three-year time horizons matching the applicable PSU performance measurement periods.
 
(5)
Changes in fair value determined by comparing fair values determined in the manner described above with comparable prior year values.
 
(6)
Includes amounts forfeited by Mr. DeCourcy in connection with his retirement.
     
Compensation Actually Paid vs. Total Shareholder Return
LOGO
     
Compensation Actually Paid vs. Net Income
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
LOGO
     
Total Shareholder Return Vs Peer Group
LOGO
     
Tabular List, Table
For 2023, the performance measures listed below were identified as the most important to ATI’s compensation-setting process for named executive officers. The importance of EBITDA and cash flow is reflected in our use of these measures when setting performance standards applicable to annual short-term incentive program, while the importance of both relative and absolute TSR are reflected in the performance criteria established for our longer-term, performance vested equity awards.
 
   
Performance Measures:
 
   
Other Factors We Consider:
 
   
Net Income
 
Adjusted EBITDA
 
Operating Cash Flow
 
Free Cash Flow
 
Relative Total Shareholder Return
 
Absolute Total Shareholder Return
   
As discussed in greater detail in the “Compensation Discussion and Analysis” portion of this Proxy Statement, in addition to the performance measures listed here, our Compensation and Leadership Development Committee considers a range of factors in determining compensation, including among others: compensation levels among our benchmarking peer group; shareholder feedback; the advice of our independent compensation consultants and other advisors; our effectiveness in attracting and retaining the talent necessary to pursue our strategic goals; and the Committee’s overall evaluation of the individual performance of our CEO and each NEO, both in general and relative to their individual strategic goals for the year.
Reconciliations of Adjusted EBITDA to Net Income (Loss) Attributable to ATI (the most directly comparable GAAP measure) are provided (a) for 2023 on page 37 of our Annual Report on Form
10-K
for the year ended December 31, 2023, which we filed with the SEC on February 23, 2024, (b) for 2022 and 2021, on page 32 of our Annual Report on Form
10-K
for the year ended December 31, 2022, which we filed with the SEC on February 24, 2023 and (b) for 2020, on page 37 of our Annual Report on Form
10-K
for the year ended December 31, 2020, which we filed with the SEC on February 26, 2021.
     
Total Shareholder Return Amount $ 220.09 144.53 7,711 81.17
Peer Group Total Shareholder Return Amount 174.04 132.42 149.62 116.49
Net Income (Loss) $ 410,800,000 $ 323,500,000 $ 184,600,000 $ (1,559,600,000)
Company Selected Measure Amount 634,600,000 612,800,000 366,500,000 196,300,000
PEO Name Robert S. Wetherbee      
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name Operating Cash Flow      
Measure:: 4        
Pay vs Performance Disclosure        
Name Free Cash Flow      
Measure:: 5        
Pay vs Performance Disclosure        
Name Relative Total Shareholder Return      
Measure:: 6        
Pay vs Performance Disclosure        
Name Absolute Total Shareholder Return      
PEO | Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (17,259)     $ (45,679)
PEO | Equity Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,774,796) $ (7,555,702) $ (4,428,259) (4,128,163)
PEO | Fair Value Of Equity Compensation Granted [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,913,063 18,204,232 3,040,422 1,035,179
PEO | Change in Fair Value of Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 13,040,130 8,330,568 (43,181) (1,234,013)
PEO | Change in Fair Value of Vested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,374,578 2,103,668 518,253 (108,309)
Non-PEO NEO | Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (161,741)
Non-PEO NEO | Equity Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,549,120) (2,766,323) (1,392,976) (1,108,151)
Non-PEO NEO | Fair Value Of Equity Compensation Granted [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,776,371 6,781,978 1,003,087 393,196
Non-PEO NEO | Change in Fair Value of Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,712,179 2,710,245 (12,807) (387,167)
Non-PEO NEO | Change in Fair Value of Vested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 2,750,786 $ 596,920 $ 90,710 (86,442)
Non-PEO NEO | Fail Value of Equity Awards Forfeited [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       $ (64,803)