ATI INC (ATI)
Sector: Industrials
2026 Annual Meeting Analysis
ATI INC · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Directors
As CEO and director since 2024 (within the 24-month new-director exemption window at the time of the TSR measurement period), ATI's stock has massively outperformed its peer group over three years (+245pp above peer median versus a 65pp trigger threshold), so the TSR trigger does not apply, and no other policy concerns exist.
Ms. Lund joined the board in November 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; she brings deep aerospace expertise from a 34-year Boeing career and no overboarding or attendance concerns are noted.
Mr. Morehouse has served since 2015 and ATI's three-year total return of +299% far exceeds its peer group median by +245 percentage points, well above the 65pp threshold needed to trigger a negative vote, and no other policy concerns such as overboarding or poor attendance apply.
All three nominees clear every policy screen: ATI's stock has dramatically outperformed its compensation peer group over three years (ATI +299% vs. peer median +54%, a gap of +245pp against a 65pp trigger threshold), no director is overboarded, attendance was 96% across the board in 2025, the board discloses a detailed skills matrix, and no independence or familial-relationship concerns are identified.
Say on Pay
✓ FORCEO
Kimberly A. Fields
Total Comp
$13,512,737
Prior Support
98%+%
CEO total compensation of approximately $13.5 million is within a reasonable range for the head of a ~$20 billion market cap industrial company with ATI's exceptional performance profile, and the pay structure is strongly performance-oriented — roughly 91% of the CEO's pay opportunity is variable and tied to specific financial and stock-return goals. ATI's stock returned +299% over three years versus the peer median of +54%, meaning above-benchmark incentive pay is clearly justified by outstanding shareholder outcomes. Prior Say on Pay votes exceeded 98% support in each of the last three years, and the program includes meaningful clawback provisions, robust stock ownership requirements, and no problematic features such as excise tax gross-ups or repricing.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with audit and non-audit fee figures in the extracted text provided, so the non-audit fee ratio trigger cannot be evaluated; tenure is also not disclosed in the available text and per policy the tenure trigger requires confirmed data to fire. Ernst & Young is a Big 4 firm appropriate for a company of ATI's size (~$20B market cap), no material restatements are disclosed, and the default vote is FOR in the absence of confirmed trigger conditions.
Overall Assessment
ATI's 2026 annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive a FOR vote determination. ATI's extraordinary stock performance (three-year return of +299%, outpacing its compensation peer group by over 245 percentage points) provides strong support for both the director slate and the executive pay program, which is heavily performance-contingent and has earned near-unanimous shareholder approval in recent years.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing