David Morehouse
ATIAbout David J. Morehouse
Independent director since 2015; age 64. Senior Advisor to the President at the Pittsburgh Steelers (following retirement as CEO/President of Pittsburgh Penguins LLC), with a master’s degree from Harvard’s Kennedy School. Brings leadership, strategic planning, operations, branding/marketing, and government relations expertise; currently serves on ATI’s Audit & Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pittsburgh Penguins LLC | President; CEO | President 2007–2010; CEO 2010–Apr 2022 | Led brand/strategy; arena construction consultant prior to executive roles |
| Pittsburgh Steelers | Senior Advisor to the President (expanded to EVP Strategy per team release) | Aug 2022–present | Strategic guidance on stadium/business ops and community/NFL initiatives |
| U.S. Government | Clinton administration; Pentagon; four presidential campaigns | Prior to Penguins tenure | Government relations experience underpinning regulatory/policy fluency |
External Roles
- Current public company boards: None disclosed for Morehouse; his external roles are in professional sports (Steelers; formerly Penguins) .
- No disclosed shared directorships with ATI’s competitors/suppliers/customers; no interlocks identified in proxy .
Board Governance
| Item | Details |
|---|---|
| Independence | All directors except Executive Chair (Wetherbee) and CEO (Fields) are independent; Morehouse is independent |
| Committee Assignments | Audit & Risk (member); 8 meetings in 2024 |
| Technology Committee | Member in 2023; Board dissolved the Technology Committee in Feb 2025, moving oversight to full Board |
| Attendance | Board and committee attendance rate was 96% in 2024; 92% in 2023 (company-wide disclosure) |
| Lead Independent Director | J. Brett Harvey; executive sessions held regularly without management |
| Mandatory Retirement | Retirement at first annual meeting after age 75 |
Fixed Compensation
Company-wide non-employee director program (2024):
| Pay Component | 2024 Amount |
|---|---|
| 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 $15,000 |
| Travel Expenses | Paid by company |
Morehouse’s director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $125,000 | $0 (elected stock in lieu of cash) |
| Stock Awards ($) | $114,979 | $249,972 |
| Total ($) | $239,979 | $249,972 |
Notes:
- Shares granted to directors vest on the first anniversary of grant (or earlier upon retirement, death, change of control). Fair value measured on grant date .
- Directors may elect to receive retainer in shares; Morehouse elected stock in 2024 (no cash fees) .
Performance Compensation
Director equity awards are time-based (restricted stock) rather than performance-vested . ATI’s executive pay-for-performance architecture (for context and governance oversight):
| Metric (2024 APP) | Weight | Threshold | Target | Maximum | 2024 Actual | Achievement vs Target |
|---|---|---|---|---|---|---|
| ATI EBITDA ($mm) | 60% | 590 | 680 | 730 | 728 | 194.8% |
| ATI Free Cash Flow ($mm) | 30% | 200 | 275 | 350 | 240 | 57.3% |
| Strategic/Individual Goals | 10% | — | — | — | Exec-specific | Company-wide program |
Long-term incentives emphasize relative TSR via PSUs over multi-year periods, with negative TSR caps and staged measurement periods to encourage sustained performance .
Other Directorships & Interlocks
- None disclosed for Morehouse; Nominating & Governance Committee oversees director compensation and succession; no compensation committee interlocks or insider participation disclosed .
Expertise & Qualifications
- Leadership, strategy, operations, branding/marketing; government relations; Harvard Kennedy School master’s degree .
- Audit oversight participation via Audit & Risk Committee; broader technology oversight experience via prior Technology Committee service .
Equity Ownership
| Metric | Mar 18, 2024 | Mar 17, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 62,258 | 60,258 |
| % of Outstanding Shares | <1% (marked “*”) | <1% (marked “*”) |
| Restricted Stock Awards Included (aggregate) | 3,205 | 4,108 |
Ownership guidelines: Each director expected to own ATI stock ≥4x annual cash retainer and to retain one-third of awarded stock until compliant; all directors complied or were on track as of year-end 2024 .
Hedging/Pledging: Officers and directors are prohibited from hedging or pledging ATI stock .
Insider trades: Attempted Form 4 retrieval via insider-trades skill was not authorized; relying on proxy-reported beneficial ownership (no Form 4 analysis available in this report).
Governance Assessment
- Strengths: Independence; robust Audit & Risk oversight; high overall board attendance; director stock ownership guidelines; prohibition on hedging/pledging; no related-party transactions requiring disclosure in 2024; strong investor support for pay practices (SOP) .
- Alignment signals: Morehouse elected to take retainer in stock in 2024 (no cash fees), increasing equity alignment .
- Potential conflicts: None identified; external roles in sports franchises unrelated to ATI’s end markets; related-party transaction policy centralized under Audit & Risk; 2024 proxy reports none .
- Board refresh/tech oversight: Technology Committee eliminated in 2025 with full board oversight, increasing collective responsibility on IP and cybersecurity; Audit & Risk receives quarterly cyber updates .
- Shareholder feedback: Structured investor outreach; say-on-pay support >98% (2024) and >99% (2023), indicating investor confidence in governance/compensation .
Say-On-Pay & Shareholder Feedback
| Item | 2023 | 2024 | 2025 (vote counts) |
|---|---|---|---|
| Say-on-Pay support | >99% approval | >98% approval | For: 124,121,937; Against: 1,386,178; Abstain: 113,637; Broker non-votes: 6,614,216 |
Committee Assignments, Chair Roles & Meetings (Quantitative)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit & Risk | Member | 8 |
| Technology | Member (committee active in 2023; eliminated Feb 2025) | 4 in 2023; dissolved in 2025 |
Director Compensation Elements (Program Features)
| Feature | Detail |
|---|---|
| Form | Cash retainer + restricted stock grant; optional stock in lieu of cash |
| Vesting | Restricted stock vests on first anniversary (earlier on retirement/death/CoC) |
| Ownership Guidelines | ≥4x cash retainer; retain one-third of awarded stock until compliant |
| No Options/NEIP for Directors | Directors are not granted options or non-equity incentive awards; no director pensions/deferred comp earnings |
Risk Indicators & RED FLAGS
- Related-party transactions: None for 2024 .
- Section 16 compliance: One late filing in 2024 was for another executive (Busch), not for Morehouse .
- Hedging/Pledging: Prohibited (policy) .
- Pay practices: No option repricing; no excise tax gross-ups; robust clawback for executives .
Overall, David Morehouse presents low governance risk: independent director on Audit & Risk, strong equity alignment via stock election, and no disclosed conflicts. Investor support for compensation and board governance remains high, which supports confidence in oversight quality .
Note: Insider Form 4 data retrieval via insider-trades skill was not authorized (HTTP 401). Ownership analysis relies on proxy tables and Section 16 disclosures within the DEF 14A filings.
Citations:
- ATI 2025 DEF 14A:
- ATI 2024 DEF 14A:
- 2025 8-K (Annual Meeting results):
- Steelers press release (role expansion):