David Hess
ATIAbout David P. Hess
Independent director since 2019 (age 69). Former CEO of Arconic and senior United Technologies/Pratt & Whitney executive with 40 years in aerospace; fellow of the Royal Aeronautical Society and 10-year member of AIA Board of Governors Executive Committee . ATI deems him independent under NYSE/SEC standards (all directors except the Executive Chair and CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pratt & Whitney (UTC) | President | 2009–2014 | Led global design/manufacture/service of commercial and military aircraft engines |
| UTC Aerospace | EVP & Chief Customer Officer | Jan 2016–Jan 2017 | Senior operating leadership in aerospace systems |
| Arconic Corporation | Chief Executive Officer | Apr 2017–Jan 2018 | CEO during corporate transition |
| Arconic Corporation | Director | Mar 2017–May 2019 | Board oversight |
| Aerospace Industries Association | Board of Governors Executive Committee (member) | 10 years | Industry advocacy and standards |
| Royal Aeronautical Society | Fellow | Not disclosed | Professional recognition |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Woodward, Inc. | Director | Not disclosed | Current public company board |
| Southwest Airlines Co. | Director | Not disclosed | Current public company board |
Board Governance
- Committees: Nominating & Governance (member) and Compensation & Leadership Development (member) .
- Technology Committee: Chair in 2024; the committee held 3 meetings in 2024 and was dissolved in Feb 2025 with matters moved to full Board oversight .
- Committee activity levels (2024): Audit & Risk 8 meetings; Nominating & Governance 3; Compensation & Leadership Development 4 .
- Independence: Determined independent by Board (Feb 2025); executive sessions of independent directors are regularly held .
- Attendance: Board held 5 meetings in 2024; directors averaged 96% attendance and all attended the Annual Meeting .
- Governance protections: Lead Independent Director structure; proxy access; director resignation policy; mandatory retirement age; independent committees .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Retainer (cash) | $125,000 | Standard cash portion of director retainer |
| Committee Chair Retainer (Technology Committee) | $10,000 | Paid to Mr. Hess for service as Technology Committee Chair in 2024 |
| Fees Earned/Paid in Cash (Hess total) | $140,000 | Sum of cash retainer plus chair fee |
| Meeting Fees | None | No meeting fees disclosed |
| Pensions/Deferred Comp (Directors) | None | Non‑employee directors do not have ATI pensions or non‑qualified deferred comp |
Director Stock Ownership Guidelines: Each director must hold ATI stock equal to ≥4x annual cash retainer; directors must retain one-third of awarded stock until compliant; as of 12/31/2024, all directors complied or were on track within 5 years .
Performance Compensation
| Component | 2024 Amount | Vesting/Terms |
|---|---|---|
| Annual Restricted Stock Grant (grant date fair value) | $124,986 | Vests on first anniversary or earlier upon retirement, death, or change of control |
| Options/Performance Awards (Directors) | Not granted | Non‑employee directors are not granted options or non‑equity incentives |
Performance metrics: Directors do not receive performance‑conditioned equity; equity is time‑based to align interests and promote retention .
Other Directorships & Interlocks
| Company | Potential Interlock Consideration | Governance Mitigation |
|---|---|---|
| Woodward, Inc.; Southwest Airlines Co. | ATI serves aerospace/defense customers; cross‑board roles can create information‑flow sensitivities with customers/suppliers (industry context) | ATI Related Party Transactions Policy requires Audit & Risk Committee approval; no related‑party transactions in 2024 requiring disclosure |
No related‑party transactions in 2024; Audit & Risk Committee reviews/approves any such transactions under written policy .
Expertise & Qualifications
- Deep aerospace OEM/systems leadership (Pratt & Whitney President; UTC Aerospace EVP) .
- CEO experience (Arconic) .
- Industry recognition (RAeS fellow; AIA executive committee member) .
- Technology oversight (chaired Technology Committee in 2024) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Hess) | 28,477 shares | Includes shares with voting/transfer power and shares acquirable within 60 days |
| % of Shares Outstanding | ~0.020% (28,477 / 141,060,892) | Less than 1% as disclosed; shares outstanding at 3/17/2025 were 141,060,892 |
| Restricted Stock Included in Beneficial Ownership | 2,054 shares | Aggregate restricted shares included per footnote |
| Pledged/Hedged Shares | Prohibited by policy; none disclosed | |
| Ownership Guideline Status | Complied or on track by 5‑year deadline (boardwide disclosure) |
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16 Filings (Hess) | No delinquency disclosed | Company states all Section 16 reports were timely in 2024 except one Form 4 for another officer; no exception noted for Hess |
Governance Assessment
- Board effectiveness: Hess brings CEO‑level aerospace operating depth, sits on two core governance committees, and chaired Technology Committee in 2024—aligned with ATI’s materials/technology risk profile .
- Independence and engagement: Confirmed independent; Board/committee cadence robust; overall attendance high (96%) and full director attendance at Annual Meeting .
- Alignment and pay structure: Director pay split between cash retainer and time‑vested equity; Hess’s 2024 mix was ~$140k cash and ~$125k equity, reinforcing ownership alignment under stringent guidelines .
- Conflicts/related party exposure: No 2024 related‑party transactions; policy requires Audit & Risk review; hedging/pledging prohibited—reduces alignment risks .
- Shareholder signals: Strong say‑on‑pay outcomes (98% approval in 2023 and 2024) reflect investor confidence in compensation governance, overseen by CLDC (where Hess serves) and independent consultant Meridian .
RED FLAGS to monitor (none disclosed):
- External board interlocks in aerospace ecosystem (Southwest; Woodward) warrant ongoing oversight for information‑flow sensitivities, mitigated by related‑party policy and independence standards .
- No director‑specific attendance shortfalls or pay anomalies disclosed; directors do not receive options or perquisites, and equity vests time‑based with change‑of‑control acceleration provisions standard for directors .