Jean Lydon-Rodgers
ATIAbout Jean Lydon-Rodgers
Independent Class II director at ATI, appointed effective November 1, 2025, with a term expiring at the 2028 Annual Meeting . She brings three decades of aerospace leadership, including as President & CEO of GE Aviation Services (2016–2021) and President & CEO of GE Aviation Military Systems (2009–2016) . Education: MBA in Finance (Xavier University) and BS in Electrical Engineering (Penn State University) . Recognitions include service on the FAA/DOT Women in Aviation Advisory Board and the National Aeronautic Association’s Distinguished Stateswoman of Aviation Award (2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aviation Services | President & CEO | 2016–2021 | Led $15+bn aftermarket division; managed $220bn long-term service backlog |
| GE Aviation Military Systems | President & CEO | 2009–2016 | Led development/production/aftermarket for 24,000 engines for U.S. and international military customers |
| GE/Rolls-Royce Fighter Engine Team | President & Chair of the Board | Not disclosed | Led F136 Joint Strike Fighter propulsion program |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FAA/DOT Women in Aviation Advisory Board | Member | Not disclosed | Industry leadership and policy advisory |
| National Aeronautic Association | Distinguished Stateswoman of Aviation Award | 2021 | Recognition for industry impact |
Board Governance
- Appointment and independence: Appointed as Class II director effective Nov 1, 2025; Board determined she is independent under NYSE and ATI standards .
- Committee assignment: Will serve on the Audit & Risk Committee; Board expanded from 10 to 12 members concurrently, adding Elizabeth Lund (Class III) and Lydon-Rodgers (Class II) .
- Term and leadership context: Term expires at the 2028 Annual Meeting; ATI announced CEO Kimberly Fields will become Board Chair at the May 14, 2026 Annual Meeting as Executive Chair Robert Wetherbee retires, with Lead Independent Director role continuing to support independent oversight .
- Board engagement baseline: In 2024, ATI’s Board held five meetings and directors attended 96% of Board and committee meetings; independent directors meet in regular executive sessions . Attendance for Lydon-Rodgers will be disclosed beginning with the next proxy cycle.
Fixed Compensation
| Component | 2025 Program Detail | Notes |
|---|---|---|
| Annual Retainer | $250,000 ($125,000 cash + $125,000 restricted stock) | Non-employee directors; option to take cash in stock |
| Lead Independent Director Retainer | $40,000 | Separate from base retainer |
| Committee Chair Retainers | Audit & Risk $25,000; Compensation & Leadership Development $20,000; Nominating & Governance $15,000 | Technology Chair fee was $10,000 in 2024 before consolidation to full Board oversight in Feb 2025 |
| Equity vesting | Director restricted stock vests on first anniversary or earlier upon retirement, death, change of control | Fair value based on average of high/low on grant date |
| Standard plan application | New directors receive standard non-employee director compensation per proxy | Applies to Lydon-Rodgers |
Performance Compensation
ATI directors do not receive options or non-equity performance awards; equity is time-vested RSUs to align interests . Company-level metrics that drive value realization (and therefore strengthen alignment) in executive incentives:
| Program | Metric | Weighting/Design | Notes |
|---|---|---|---|
| Annual Performance Plan (APP) | EBITDA | 60% of APP; targets set above prior year performance | |
| Annual Performance Plan (APP) | Free Cash Flow | 30% of APP | |
| Annual Performance Plan (APP) | Strategic/Individual Goals | 10% of APP | |
| Long-Term Incentive PSUs | Relative TSR vs peer group | 3-year performance; four measurement periods; threshold at 2nd quartile, max at top quartile; negative TSR cap limits payout to 100% if absolute TSR is negative |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Lydon-Rodgers .
- Interlocks and related parties: Board confirmed no transactions requiring Item 404(a) disclosure; no selection arrangements or understandings; independence affirmed .
Expertise & Qualifications
- Deep aviation engine lifecycle expertise (development, certification, production, aftermarket), spanning commercial and military programs .
- Global supply chain, customer growth, and MRO partnerships experience supporting ATI’s aerospace and defense strategy .
- Technical and financial credentials: BS Electrical Engineering (Penn State), MBA Finance (Xavier) .
- Recognized industry leader with FAA/DOT advisory service and national recognition .
Equity Ownership
- Director stock ownership guidelines: Hold ATI stock equal to at least 4x annual cash retainer within five years; must retain one-third of awarded stock until compliant .
- Hedging/pledging: Company policy prohibits hedging or pledging ATI stock by officers and directors .
- Compliance status: As of year-end 2024, directors complied or were on track per guidelines; Lydon-Rodgers will be subject to the five-year compliance window beginning with her appointment .
Governance Assessment
- Strengths: Independent appointment to Audit & Risk Committee enhances financial reporting and risk oversight; adds domain expertise tightly aligned with ATI’s core aerospace and defense markets .
- Alignment: Standard, market-based director pay with annual RSU grants and robust ownership guidelines; policies prohibiting hedging/pledging reinforce alignment with shareholders .
- Conflicts: Company explicitly reports no related-party transactions with Lydon-Rodgers; independence affirmed by the Board .
- Board effectiveness signals: Independent committees; regular executive sessions; Lead Independent Director structure; strong stockholder support for pay programs (Say-on-Pay >98% in 2024) .
- Watch items: ATI’s future combination of Chair/CEO in May 2026 increases importance of Lead Independent Director and committee independence; ongoing monitoring of any material commercial relationships with GE or affiliates remains prudent despite no current related-party disclosures .