Carolyn Corvi
ATIAbout Carolyn Corvi
Independent director at ATI since 2012; age 73 in the 2025 proxy. She led a 34-year career at The Boeing Company, culminating as Vice President and General Manager of Airplane Programs at Boeing Commercial Airplanes from 2005 until her retirement in 2008, bringing deep aerospace manufacturing and operations expertise aligned with ATI’s end markets . The Board affirms her independence under NYSE and SEC standards; overall director attendance was 96% in 2024, 92% in 2023, and 95% in 2022, with all directors attending each year’s Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Vice President & General Manager, Airplane Programs, Boeing Commercial Airplanes | 2005–2008 | Led large-scale manufacturing programs; 34-year Boeing career prior to retirement |
External Roles
| Organization | Role | Status/Timing |
|---|---|---|
| Hyster-Yale Materials Handling, Inc. | Director | Current (listed in 2024 and 2025 proxies) |
| United Continental Holdings, Inc. | Director | Current in 2024; listed as past by 2025 |
| Goodrich Corporation | Director | Past |
| Continental Airlines, Inc. | Director | Past |
Board Governance
- Current ATI committee assignments: Chair, Compensation & Leadership Development Committee (CLDC); Member, Nominating & Governance Committee . In 2023, she chaired Personnel & Compensation (predecessor to CLDC) and served on Nominating & Governance and Technology . In 2024, she chaired CLDC and served on Nominating & Governance; the Technology Committee existed in 2024 but was folded into full Board oversight in February 2025 .
- Independence: The Board determined in February 2025 that all directors other than the Executive Chairman and CEO are independent; similar determinations were made in 2023 and 2024 .
- Engagement: Independent directors meet in regularly scheduled executive sessions led by the Lead Independent Director; investors had structured outreach sessions in 2024 and 2023 .
| Governance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings held | 6 | 5 | 5 |
| Overall attendance rate | 95% | 92% | 96% |
| Annual Meeting attendance | All directors | All directors | All directors |
| Audit & Risk Committee meetings | 9 | 7 | 8 |
| Nominating & Governance meetings | 4 | 4 | 3 |
| CLDC/Personnel & Compensation meetings | 5 | 5 | 4 |
| Technology Committee | 4 meetings; continued oversight of innovation/tech | 4 meetings | 3 meetings; eliminated in 2025 in favor of full Board oversight |
Fixed Compensation
- Program design (2024): Annual retainer $250,000 split into $125,000 cash and $125,000 restricted stock value; committee chair retainers—Audit & Risk $25,000; CLDC $20,000; Nominating & Governance $15,000. Directors may elect to receive cash retainers in stock; ownership guideline is 4x annual cash retainer, with one-third of awarded stock retained until guideline met. All directors were compliant or on track as of year-end 2024 .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 145,000 | 145,000 | 145,000 |
| Stock Awards ($) | 114,986 | 114,979 | 124,986 |
| Total ($) | 259,986 | 259,979 | 269,986 |
| 2024 Director Compensation Elements | Amount |
|---|---|
| Annual retainer (cash + stock value) | $250,000—$125,000 cash; $125,000 restricted stock value |
| Lead Independent Director retainer | $40,000 |
| Committee chair retainers | Audit & Risk $25,000; CLDC $20,000; Nominating & Governance $15,000 |
Performance Compensation
- Non-employee directors do not receive option awards, non-equity incentive plan awards, pensions, or deferred compensation; equity awards are time-based restricted stock vesting on the first anniversary or earlier upon retirement, death, or change of control. Fair value measured under FASB ASC 718 using average of high/low stock price at grant date .
| Equity Award Terms | 2022 | 2023 | 2024 |
|---|---|---|---|
| Award type | Restricted stock (no options) | Restricted stock (no options) | Restricted stock (no options) |
| Vesting | 1-year; earlier upon retirement, death, CoC | 1-year; earlier upon retirement, death, CoC | 1-year; earlier upon retirement, death, CoC |
| Valuation | ASC 718; avg high/low on grant date | ASC 718; avg high/low on grant date | ASC 718; avg high/low on grant date |
Other Directorships & Interlocks
- Compensation committee interlocks/insider participation: None—CLDC members are non-employee directors; no required interlock disclosures for members or ATI executives .
- Related party transactions: The Audit & Risk Committee oversees and must approve any related party transactions; ATI reported no related party transactions requiring disclosure in 2024 .
Expertise & Qualifications
- Aerospace manufacturing and operations leadership from Boeing—directly relevant to ATI’s end markets .
- Governance experience: Service as committee chair and member across CLDC (and predecessor Personnel & Compensation), Nominating & Governance, and Technology .
Equity Ownership
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Beneficial ownership (shares) | 63,326 | 66,530 | 66,530 |
| Percent of class | <1% | <1% | <1% |
| Restricted stock included (shares) | 4,309 | 3,205 | 2,054 |
| Shares outstanding (reference) | 128,540,697 | 124,439,826 | 141,060,892 |
- Stock ownership guideline: Directors must own ATI stock valued at least 4x the annual cash retainer; all directors were compliant or on track by 12/31/2024 .
Governance Assessment
- Board effectiveness: Corvi chairs CLDC, which oversees CEO/NEO pay, incentive plan design, succession planning, and talent/culture; the committee uses independent advisors (Meridian Compensation Partners LLC) and assesses advisor independence—supporting pay-for-performance alignment and human capital oversight . Independence affirmed; executive sessions and strong attendance metrics reinforce engagement .
- Compensation and alignment: Director pay is balanced cash/equity, with mandatory ownership and retention requirements; no options or performance bonuses for directors reduce pay-risk and limit misalignment; vesting accelerators only for retirement/death/change of control are standard .
- Conflicts and red flags: No related party transactions disclosed for 2024; no compensation committee interlocks; Section 16(a) compliance was timely for directors (one late filing was for an officer, not Corvi) . Governance refreshment continued with consolidation of Technology oversight to the full Board in 2025, improving holistic tech/IP oversight while maintaining independence at all committees .