Herbert Carlisle
ATIAbout Herbert J. Carlisle
Herbert J. Carlisle (age 69) is an independent director of ATI, serving since 2018. He is a retired four-star U.S. Air Force general and former President & CEO of the National Defense Industrial Association (NDIA), bringing deep aerospace/defense, legislative, and government experience. He serves on ATI’s Audit & Risk Committee and previously participated on the Board’s Technology Committee in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Defense Industrial Association (NDIA) | President & CEO | Mar 2017 – Apr 2022 | Led industry association; governance and policy experience |
| United States Air Force | Four-star General; Commander, Air Company Command (Langley AFB); Commander, Pacific Air Forces; Exec Director, Pacific Air Combat Operations staff | 39 years (retired as 4-star) | Operational command, legislative liaison (Office of the Secretary of the Air Force); extensive aerospace/defense leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Elbit Systems of America | Director | No (U.S. subsidiary) | Defense sector exposure |
| The Entwistle Company | Director | Private | Industrial/defense exposure |
| Crew Training International | Director | Private | Training services |
| Other public company boards | — | 0 | No other public boards listed for Carlisle |
Board Governance
- Committee assignments: Member, Audit & Risk; served on Technology Committee in 2024 (Technology Committee held 3 meetings; dissolved Feb 2025 with oversight moved to full Board) .
- Independence: Board determined in Feb 2025 that all current directors other than Executive Chair Robert S. Wetherbee and CEO Kimberly A. Fields are independent under NYSE/SEC standards; committees are composed entirely of independent directors .
- Attendance: 2024 Board held five meetings (including a multi-day strategy meeting); current directors attended 96% of all Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: J. Brett Harvey; regular executive sessions of independent directors are held .
| Committee | Carlisle Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit & Risk | Member | Leroy M. Ball, Jr. | 8 |
| Nominating & Governance | — | J. Brett Harvey | 3 |
| Compensation & Leadership Development | — | Carolyn Corvi | 4 |
| Technology (dissolved Feb 2025) | Member | David P. Hess | 3 |
Audit & Risk scope includes financial reporting oversight, auditor independence, internal audit, risk (including climate and cybersecurity), and review/approval of related-party transactions .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 125,000 | 124,986 | 249,986 |
- Elements of director compensation: Annual retainer $250,000, split $125,000 cash and $125,000 restricted stock value; chair retainers (Audit & Risk $25,000; CLDC $20,000; Nominating & Governance $15,000); Lead Independent Director retainer $40,000. Directors may elect to receive portions of cash retainer in stock .
- Carlisle is not a committee chair; his 2024 figures align with base director retainer structure .
Performance Compensation
| Item | Detail |
|---|---|
| Equity grant type | Restricted stock (non-employee director program) |
| 2024 grant fair value (Carlisle) | $124,986 (ASC 718 grant-date fair value) |
| Vesting | First anniversary of grant; earlier upon retirement, death, or change of control |
| Options/non-equity incentive | None; non-employee directors are not granted option awards or non-equity incentive plan awards; no director pensions or non-qualified deferred compensation earnings |
| Performance metrics | None disclosed for director equity; time-based vesting only |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None (listed as 0) |
| Shared directorships with ATI competitors/suppliers/customers | Not disclosed; Audit & Risk Committee oversees related-party transactions |
| 2024 related-party transactions | None requiring disclosure under Item 404(a) |
Expertise & Qualifications
- Executive leadership as senior military official; legislative/government experience; deep aerospace/defense domain expertise .
- Board role: Audit & Risk Committee member; governance experience via prior NDIA leadership .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Herbert J. Carlisle | 32,942 | ~0.023% (calc: 32,942 / 141,060,892) | Includes 2,054 aggregate restricted stock awards counted as beneficially owned if vest within 60 days; group footnote details RS inclusions across directors |
- Shares outstanding: 141,060,892 as of Mar 17, 2025 .
- Director stock ownership guidelines: Each non-employee director must own ATI stock equal to ≥4x annual cash retainer within five years; directors must retain one-third of awarded stock until compliant. As of Dec 31, 2024, each director complied or was on track to comply .
Governance Assessment
- Independence and Committee Structure: Carlisle is independent and serves on an all-independent Audit & Risk Committee with strong oversight credentials; committee has pre-approval policy for auditor services and broad risk remit (including related-party transaction approval) — supports investor confidence .
- Attendance/Engagement: Board/committee attendance at 96% in 2024 and full Annual Meeting participation indicate strong engagement; no Carlisle-specific attendance issues disclosed .
- Pay & Alignment: Director pay is balanced between cash and time-based equity; no options or performance-conditioned awards for directors; equity vests over one year with change-of-control/retirement accelerators. Carlisle beneficially owns 32,942 shares (~0.023%), with stock ownership guidelines promoting alignment and retention until compliance .
- Conflicts/Risk Indicators: No related-party transactions in 2024; Audit & Risk Committee reviews/approves any such transactions, mitigating conflict risk . Carlisle holds external directorships in defense-related entities, which enhance domain expertise; no public-company interlocks or disclosed related-party dealings with ATI were reported in 2024 .
- Watch items: Monitor any future procurement or commercial relationships between ATI and defense organizations associated with Carlisle’s external roles; Audit & Risk Committee oversight and disclosure would be the primary safeguard .