Brett Harvey
ATIAbout J. Brett Harvey
ATI’s Lead Independent Director, J. Brett (Brett) Harvey, age 74, has served on ATI’s Board since 2007. He is a former Chairman and CEO of CONSOL Energy with deep operating and oversight experience in energy and mining end-markets relevant to ATI. He is independent per NYSE and ATI standards and currently chairs the Nominating & Governance Committee and serves on the Compensation & Leadership Development Committee. As Lead Independent Director, he presides over executive sessions and is a principal conduit for shareholder communications to the independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CONSOL Energy Inc. | Chairman | 2010–May 2016 | Oversight of strategy and capital allocation in diversified energy operations |
| CONSOL Energy Inc. | Executive Chairman | May 2014–Jan 2015 | Transition leadership/oversight |
| CONSOL Energy Inc. | Chief Executive Officer | 1998–May 2014 | Led operations and strategic direction |
| CONSOL Energy Inc. | President | 1998–2011 | Executive management |
| CONSOL Energy Inc. | Chairman Emeritus | May 2016–May 2017 | Advisory capacity |
| CNX Gas Corporation (CONSOL subsidiary) | Chairman | 2009–2010 | Oversight of gas subsidiary |
| CNX (CNX Resources) | Director | 2005–2014 | Board oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| Barrick Gold Corporation | Lead Director | Current |
| Warrior Met Coal | Chairman | Current |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Chair | 3 |
| Compensation & Leadership Development | Member | 4 |
- Lead Independent Director responsibilities include presiding over executive sessions and serving as the contact point for stockholder communications to independent directors .
- Independence: All current directors other than ATI’s Executive Chairman and CEO are independent; Harvey is independent under NYSE, SEC, and ATI standards .
- Board effectiveness: Board held 5 meetings in 2024; directors attended 96% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Mandatory retirement: ATI directors retire at the first Annual Meeting after age 75; the Nominating & Governance Committee considers age 75 timing in renomination decisions .
Fixed Compensation
Program design for non-employee directors (2024):
| 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 & Risk: $25,000; Compensation & Leadership Development: $20,000; Nominating & Governance: $15,000 |
Harvey’s actual 2024 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| J. B. Harvey | $0 | $297,496 | $297,496 |
- Election to take equity: Harvey elected to receive ATI stock in lieu of the cash portion of the retainer; director equity awards vest on the first anniversary of grant or earlier upon retirement, death, or change of control .
- Directors are not granted options, non-equity incentive plan awards, pensions, or non-qualified deferred compensation earnings .
Performance Compensation
| Component | Performance Metrics | Payout Basis |
|---|---|---|
| Non-employee director compensation | None (no options or performance plan awards to directors) | Time-based restricted stock only |
Other Directorships & Interlocks
| Company | Relationship to ATI | Notes |
|---|---|---|
| Barrick Gold Corporation | End-market adjacency | Lead Director; mining/metals adjacency but no related-party transaction disclosed by ATI in 2024 |
| Warrior Met Coal | End-market adjacency | Chairman; energy/raw materials adjacency but no related-party transaction disclosed by ATI in 2024 |
- Related-party transactions: ATI disclosed no related party transactions requiring disclosure in 2024; Audit & Risk Committee oversees any such transactions under a written policy .
- Compensation interlocks: None disclosed for members of the Compensation & Leadership Development Committee; all members are non-employee directors .
Expertise & Qualifications
- Significant oversight experience as a public company CEO and chair; operational expertise with extensive experience in oil & gas (a large ATI end-market) .
- Lead Independent Director who facilitates Board self-assessment and independent director executive sessions, supporting governance effectiveness and accountability .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notable Details |
|---|---|---|---|
| J. B. Harvey | 89,940 | <1% | Includes 4,889 restricted stock awards; directors must hold 4x cash retainer; directors complied or are on track; one-third of awarded stock retained until in compliance |
- Hedging/pledging: ATI prohibits hedging and pledging of ATI stock by officers and directors, mitigating alignment and liquidity risk .
Governance Assessment
- Alignment signals: Harvey took 100% of 2024 director cash retainer in stock (no cash), increasing equity exposure and alignment with shareholders .
- Independence and oversight: Independent status affirmed; serves as Lead Independent Director and chairs the Nominating & Governance Committee, central to Board composition, evaluations, and director compensation oversight .
- Engagement and effectiveness: Board attendance was high in 2024 (96%); the Board conducts annual self-evaluations led by the Lead Independent Director; stockholders can directly communicate with the Lead Independent Director .
- Risk controls: No related-party transactions in 2024; prohibitions on hedging/pledging; robust stock ownership guidelines for directors .
- Succession watch: At age 74 with a mandatory retirement policy at 75, there is near-term succession planning relevance for the Lead Independent Director and Nom/Gov Chair roles .
RED FLAGS (current disclosures):
- None disclosed regarding related-party transactions, hedging/pledging, or compensation interlocks .
- Monitoring item: impending retirement window due to age policy may prompt leadership transitions on key governance roles .