Donald Newman
ATIAbout Donald Newman
Donald P. Newman (age 60) is Executive Vice President, Finance and Chief Financial Officer of ATI, serving as CFO since January 2022 after joining ATI in 2020; he previously held CFO and senior finance roles at metals, energy, and industrials companies and currently serves on the board of AdvanSix Inc. . ATI delivered 2024 sales of $4.4B (highest in more than a decade), gross profit of $898M, net income of $383M, and operating cash flow of $407M; management highlighted that a $100 investment in ATI at the outset of 2022 was worth over $300 by the 2025 meeting record date, underscoring strong TSR during his finance leadership tenure . Aerospace and defense reached 62% of 2024 sales (65% in Q4), with $260M in 2024 buybacks and $590M remaining authorization at year-end, reflecting disciplined capital allocation under the finance organization .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Stelco Holdings Inc. | Chief Financial Officer | 2017–2019 | Took public-company CFO role post-restructuring; supported capital markets readiness and operational finance rebuild . |
| Headwaters Incorporated | Chief Financial Officer | 2010–2017 | Led finance through portfolio evolution; company later sold in 2017 . |
| Boart Longyear Limited | VP – Controller; Interim CFO | N/A | Controlled global mining services accounting; interim CFO continuity during transition . |
| ACI Worldwide, Inc. | Chief Accounting Officer | N/A | Oversaw public company reporting and controls . |
| NRG Energy, Inc. | Various leadership roles | 12+ years | Broad power and energy finance experience across cycles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AdvanSix Inc. | Director | Current | Public company board service in chemicals/intermediates . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary rate ($) | $675,000 | Annual rate disclosed in program elements table . |
| Salary earned ($) | $673,269 | Actual 2024 salary paid (weighted) . |
| Company 401(k) and defined contribution contributions ($) | $27,600 | Included in “All Other Compensation” . |
| Nonqualified defined contribution (restoration) – company contributions ($) | $79,930 | Company only; restores benefits over IRS limits . |
| Insurance premiums ($) | $9,583 | Perquisites/premiums; ATI provides minimal perqs . |
Summary Compensation (SEC-reported)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 599,615 | 628,846 | 673,269 |
| Bonus | 116,667 | — | — |
| Stock awards (grant date fair value) | 2,908,431 | 1,654,456 | 1,677,552 |
| Non-equity incentive (APP) | 930,603 | 670,853 | 792,303 |
| Change in pension value/Deferred comp earnings | — | — | — |
| All other compensation | 142,506 | 130,998 | 117,113 |
| Total | 4,697,822 | 3,085,153 | 3,260,237 |
Performance Compensation
Annual Performance Plan (APP) – 2024 design and outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 actual | Payout treatment |
|---|---|---|---|---|---|---|
| EBITDA | 60% | $590M | $680M | $730M | $728M | Company achievement 194.8% of target for EBITDA component . |
| Free Cash Flow | 30% | $200M | $275M | $350M | $240M | Company achievement 57.3% of target for FCF component . |
| Strategic/Individual | 10% | N/A | N/A | N/A | Assessed | Individual goals assessed by CLDC/CEO . |
| Newman total result | — | — | — | — | 147.1% of salary | APP earned $792,303 (147.1% of salary) with target set at 80% of base and max 160% . |
Long-Term Incentive Plan (LTIP) – structure and 2024 grants
- Mix: 70% PSUs (relative TSR vs peer group) and 30% RSUs (time-based, 3-year ratable) .
- 2024 grant detail (Jan 3, 2024): RSUs 10,423 units (FV $445,479); PSUs target 24,321 units (FV $1,232,073) .
- PSU vesting/performance: 3-year period with four measurement dates (6/30/2025; 12/31/2025; 6/30/2026; 12/31/2026), threshold requires 2nd quartile performance; max at top quartile; negative TSR cap limits total payout to 100% if absolute 3-year TSR is negative .
- Peer group used for PSU measurement includes aerospace/metals/industrial names such as Carpenter Technology, Howmet Aerospace, Hexcel, Spirit AeroSystems, Woodward, among others; same group is used to benchmark compensation .
Realized performance equity (context)
| 2024 stock awards vested | Shares | Value realized ($) |
|---|---|---|
| Newman | 145,935 | 7,568,341 |
Total Realized Compensation (Pay vs Target) – 2024
| Metric | Value |
|---|---|
| Newman 2024 target compensation | $2,700,000 |
| Newman 2024 total realized compensation | $9,143,573 |
| % of target realized | 339% |
Equity Ownership & Alignment
- Beneficial ownership: 243,012 ATI shares; less than 1% of shares outstanding (141,060,892 shares outstanding as of Mar 17, 2025) .
- Stock ownership guidelines: EVP requirement = 3x base salary; executives must retain 50% of after-tax shares until compliant; ATI states the CEO and each other NEO currently meet ownership obligations .
- Hedging/pledging: Prohibited for officers/directors (no hedging or pledging of ATI stock) .
Outstanding unvested/uneamed equity at 12/31/2024 (market at $55.04)
| Type | Grant | Units outstanding | Market value ($) |
|---|---|---|---|
| RSUs (time-vested) | 2022 RSUs | 10,516 | 578,801 |
| RSUs (time-vested) | 2023 RSUs | 9,377 | 516,110 |
| RSUs (time-vested) | 2024 RSUs | 10,423 | 573,682 |
| Total RSUs | 2022–2024 | 30,316 | 1,668,593 |
| Performance (BPUs) | 2022 BPUs (target) | 61,538 | 3,387,052 |
| PSUs (target) | 2023 PSUs | 32,821 | 1,806,468 |
| PSUs (target) | 2024 PSUs | 24,321 | 1,338,628 |
| Total PSUs/BPUs (target) | 2022–2024 | 118,680 | 6,532,148 |
Vesting/event cadence that can influence selling pressure
- RSUs: vest in equal annual installments on the first three anniversaries of grant (e.g., 1/3/2024 grant vests 1/3/2025, 1/3/2026, 1/3/2027) .
- PSUs (2024–2026 cycle): potential earn/vest checkpoints at 6/30/2025, 12/31/2025, 6/30/2026, 12/31/2026; more weight in later periods; capped at 100% if absolute 3-year TSR is negative .
- Recent vesting: 2022–2024 PSUs paid at 200% of target and settled in January 2025; Newman's 2024 vested shares totaled 145,935, realizing $7.57M, which can create transient liquidity/supply around settlement dates .
Employment Terms
| Topic | ATI disclosure (Newman) |
|---|---|
| Employment agreement | None; ATI has no employment agreements with its NEOs . |
| Change-in-control (CIC) equity | Double-trigger vesting applies to equity awards under the plan . |
| Severance limits | Company policy limits severance arrangements to 2.99x base salary . |
| Excise tax gross-ups | None in CIC agreements . |
| Clawbacks | SEC/NYSE-compliant Executive Compensation Recovery Policy plus broader clawback discretion; adherence to Code of Conduct is a condition of incentive awards . |
| Deferred comp | Company-only contributions to nonqualified defined contribution restoration plan; Newman contributions $79,930 (2024) and aggregate balance $304,285 at year-end . |
| Perquisites | Minimal; no personal aircraft or club dues; parking benefit consistent with broader corporate employees . |
Potential payments upon termination (Newman, $ in thousands)
| Scenario | Base severance | Accrued APP | LTIP | Nonqual DC | Health & welfare | Outplacement | Total |
|---|---|---|---|---|---|---|---|
| Retirement | 0 | 792 | 989 | 0 | 0 | 0 | 1,781 |
| Involuntary not-for-cause or Good Reason (within 24 months of CIC) | 3,292 | 792 | 6,125 | 54 | 57 | 15 | 10,335 |
| Disability | 0 | 792 | 1,681 | 0 | 0 | 0 | 2,473 |
| Death | 0 | 792 | 1,681 | 0 | 0 | 0 | 2,473 |
Footnote (as disclosed): Base severance under CIC scenario includes 2x the sum of base salary rate at 12/31/2024 and actual prior-year APP; the proxy references a CFO base rate and 2023 APP in this calculation .
Compensation Structure Analysis
- Cash vs equity mix: 2024 equity comprised the majority of target LTI (PSUs 70%, RSUs 30%), maintaining high at-risk exposure to multi-year TSR outcomes; short-term cash award target remained at 80% of base for Newman, reinforcing balance between annual EBITDA/FCF and long-term TSR .
- Performance rigor: 2024 APP targets (EBITDA/FCF) were set above 2023 targets and actuals; PSU scale requires top quartile relative TSR for maximum payout and caps payout at 100% if absolute TSR is negative, aligning with shareholder outcomes .
- Realized pay drivers: 2022–2024 PSU cycle paid 200% on sustained relative TSR outperformance, materially lifting 2024 realized comp; conversely, prior cycles (e.g., 2019–2021, 2020–2022) paid well below target, demonstrating two-way pay-for-performance sensitivity .
Governance, Say-on-Pay, and Related Parties
- Say-on-Pay support: >98% approval at 2023 and 2024 annual meetings, indicating strong investor backing of program design .
- Related party transactions: None requiring disclosure in 2024 .
- Section 16 compliance: No noted Newman filing issues; one administrative late Form 4 related to another executive .
Investment Implications
- Alignment and retention: High equity exposure (unvested RSUs/PSUs ≈ 149K target units outstanding) and robust ownership guidelines (EVP 3x salary with 50% hold-until-met) promote long-term orientation; hedging and pledging are prohibited, reducing misalignment risks .
- Vesting calendar and potential selling pressure: Semi-annual PSU measurement points through 2026 and annual RSU anniversaries create predictable liquidity events; 2022–2024 PSU settlement in Jan 2025 (200% payout) produced sizable realized value, a pattern to monitor around future check-points for trading flows and insider Form 4 activity .
- Incentive levers tied to performance: Annual EBITDA/FCF weightings (90% financial) and multi-year relative TSR PSUs align compensation with key value drivers investors track (margin expansion, cash conversion, TSR vs peers) .
- Downside protection for shareholders: Double-trigger CIC equity, no excise gross-ups, severance cap at 2.99x, and clawbacks mitigate governance risk and potential windfalls unrelated to performance .
Overall, Newman’s pay structure is heavily performance-based with meaningful unvested equity, clear vesting dates, and strong ownership/ethics policies—signals of alignment; monitor upcoming PSU checkpoints (6/30/2025; 12/31/2025; 6/30/2026; 12/31/2026) and RSU anniversaries for potential insider supply and to gauge ongoing relative TSR execution .