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 April
2015 ©
2015 ATI. All Rights Reserved.
ATI Say on Pay Discussion
|
 Shareholder
Goals ATI Current State: CEO
Amount of compensation at risk
81%
Amount of equity-based compensation linked to
performance
83%
Level of compensation compared to industry peers
Total slightly below median
of peers
Contemporary best practices for executive compensation:
-Double trigger for change in control agreements
-Elimination of tax gross-ups
-Elimination of excessive perqs
-Anti-hedging, anti-pledging policies
-Clawback provisions
-Robust stock ownership guidelines for NEOs
-Comprehensive risk evaluation of program administration
Adopted from 2011-2015
Compensation programs designed to reflect company
strategy to create long-term shareholder value
Yes; see pages 3 and 4
Also described in CD&A
Investor Feedback on Say on Pay
©
ATI 2015. All Rights Reserved.
2 |
 ATI
Compensation Plans and Changes Factors affecting ATI’s compensation plans
from 2011-2015: •
Reduced several aspects of existing exec comp programs to align with investors
philosophies and changing exec comp environment
•
Implemented changes carefully in order to manage retention throughout the change
period (evolution vs. revolution)
•
Hot Rolling & Processing Facility completion/commissioning (Brackenridge,
PA) •
New titanium sponge facility Premium Quality qualification (Rowley, UT)
•
Strategic acquisitions (e.g., Ladish)
•
Addition of executive position (CCMO) for centralizing and standardizing market
penetration and emphasizing revenue growth
•
Other
changes
throughout
the
executive
staff
from
2012
–
early
2015
Completion of nearly $3 billion in strategic investments (including acquisitions)
within specific time frames necessary to realize the expected long-term
ROI ©
ATI 2015. All Rights Reserved.
3
Newly appointed CEO: Richard Harshman
Board
and
CEO
understanding
of
the
future
challenges
and
need
to
create
the
organization necessary to meet the challenges |
 CEO
Compensation and Relative TSR Relevant facts for CEO compensation:
©
ATI 2015. All Rights Reserved.
4
2011
2012
2013
2014
Equity Awards-LT
4,128,092
3,093,395
3,181,302
3,846,929
Cash Awards-LT (KEPP)
2,934,214
1,075,649
-
-
Cash Awards-ST (AIP)
2,200,000
1,680,187
-
1,376,450
Salary
806,667
923,123
954,006
993,019
Total Realized Compensation
8,223,066
6,888,539
2,763,169
3,289,353
3 Yr Relative TSR (ATI peers)
208%
76%
53%
74%
0%
50%
100%
150%
200%
250%
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
-
2,000,000
•
TSR for ATI past 12 months is in top quartile
•
No annual bonus paid for 2013 based on performance
•
Decreased CEO’s target awards year over year (combination of LTI and annual
bonus) •
Froze accruals under the DB plan and SERP (effective Dec. 31, 2014)
|