Kimberly Fields
ATIAbout Kimberly Fields
Kimberly A. Fields, age 55, is ATI’s President & CEO (since July 1, 2024) and a Class III director (since 2024). She previously served as ATI’s President & COO (June 2023–June 2024), EVP & COO (Jan 2022–June 2023), EVP AA&S and HPMC (2021), and EVP Advanced Alloys & Solutions (Apr 2019–Dec 2020). ATI’s 2024 results under her leadership included sales of ~$4.4B (highest in a decade), gross profit of $898M, net income of $383M, and operating cash flow of $407M; aerospace and defense reached 62% of full-year sales and 65% of Q4 sales. Management highlighted strong TSR: a $100 ATI investment at the outset of 2022 was worth over $300 by the 2025 annual meeting record date; SEC “Pay vs Performance” shows a $100 investment grew to $266.41 by 2024. Fields authorized $260M in 2024 buybacks (with $590M remaining EOY). These metrics contextualize performance alignment with incentive pay focused on EBITDA, FCF, and relative TSR.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ATI | President & CEO | Jul 2024–present | Led mix shift toward A&D; executed capacity additions; capital returns via buybacks. |
| ATI | President & COO | Jun 2023–Jun 2024 | Managed operations and execution during ramp; succession to CEO. |
| ATI | EVP & COO | Jan 2022–Jun 2023 | Operational leadership across businesses; performance and safety emphasis. |
| ATI | EVP AA&S and HPMC | 2021 | Oversaw Advanced Alloys & Solutions and High Performance Materials & Components. |
| ATI | EVP, Advanced Alloys & Solutions | Apr 2019–Dec 2020 | Led core alloy business; transformation groundwork. |
| IDEX Corporation | Group President | 2015–2019 | Led diversified industrial businesses; P&L accountability. |
| EVRAZ North America | EVP, Flat Products | Prior to 2015 | Ran $2B flat products business; full business responsibility. |
| GE Energy | General Manager, Industrials | Prior | Grew GE penetration in metals, petrochemicals, mining globally. |
| Alcoa; Boston Consulting Group; Owens Corning | Leadership roles | Prior | Operations/strategy grounding across materials and consulting. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Silgan Holdings, Inc. | Director | Jul 2019–Jul 2024 | Served during ATI tenure; stepped down mid-2024. |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary Rate ($) | $730,000 [weighted] | $862,500 [weighted] | CEO transition raised rate to $900k on Jul 1, 2024 and to $950k on Oct 1, 2024. |
| APP Target (% of Salary) | — | 113.4% [weighted] | Weighted to reflect mid-year CEO promotion. |
Performance Compensation
Annual Performance Plan (APP) – Structure and 2024 outcome
| Component | Weighting | Threshold | Target | Maximum | 2024 Actual | 2024 Achievement |
|---|---|---|---|---|---|---|
| EBITDA ($MM) | 60% | 590 | 680 | 730 | 728 | 194.8% |
| Free Cash Flow ($MM) | 30% | 200 | 275 | 350 | 240 | 57.3% |
| Strategic/Individual Goals | 10% | — | — | — | CEO goals assessed; 125% component for Fields | 125% |
| Fields Total APP Payout | — | — | Target: $978,125 | — | — | $1,422,302 (146.6% of salary) |
Notes:
- Payout scale: threshold 25% of target; max 200% of target; zero below threshold (financial component).
- NEO thresholds/targets by role confirm CEO alignment at 0/25/100/200% of target.
Long-Term Incentive Plan (LTIP) – 2024 grants and vesting design
| Vehicle | Performance | Vesting | Fields 2024 Grants |
|---|---|---|---|
| PSUs (70%) | Relative TSR vs peer group | Cliff after 3-year performance period; 4 measurement periods; negative TSR cap (payout ≤100% if absolute TSR negative) | Target 39,307 PSUs; Max 78,614 (grant 1/3/2024; per-share fair value $50.66) |
| RSUs (30%) | Time-based | 3 equal annual installments over 3 years | 16,846 RSUs (1/3/2024) and 13,822 RSUs (7/1/2024) |
TSR peer group for PSUs: Carpenter Technology, Commercial Metals, Crane, Donaldson, Dover, Hexcel, Howmet Aerospace, ITT, Materion, Moog, Regal Rexnord, Spirit AeroSystems, Timken, Valmont Industries, Woodward.
Realized LTIP outcomes (multi-year)
| Item | Fields |
|---|---|
| 2022–2024 PSUs paid at 200% of target; realized value | $6,699,530 (settled Jan 2025 at $56.63/share) |
| Shares acquired on vesting in 2024 (RSUs + PSUs) | 173,744 shares; value realized $9,088,363 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 234,090 shares; <1% of outstanding (141,060,892 shares outstanding as of Mar 17, 2025) |
| Unvested RSUs (counts; market value basis $55.04 at 12/31/24) | 55,823 RSUs; market value $3,072,498 |
| Unearned PSUs (target counts; market value basis $55.04 at 12/31/24) | 153,135 PSUs; market/payout value $8,428,550 |
| Stock options | None; ATI has not used options since 2003 |
| Ownership guidelines | CEO must own 6x base salary; executives must retain 50% of after-tax vested shares until compliant; CEO currently meets obligations |
| Hedging/pledging | Prohibited for officers/directors (no hedging or pledging of ATI stock) |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | ATI has no employment agreements with NEOs (including CEO) |
| Clawbacks | Executive Compensation Recovery Policy (SEC/NYSE compliant) plus broader clawback discretion; conditioned on Code of Conduct adherence |
| Change-in-control (CIC) structure | Double-trigger; no excise tax gross-ups; agreements extend rolling 3-year terms |
| CIC severance multiple | CEO 2.99x (base salary + annual cash incentive, measured at greater of target or prior-year actual) |
Potential Payments Upon Termination (as of Dec 27, 2024; $55.45 stock price)
| Scenario | Base Severance ($000) | Accrued 2024 APP ($000) | LTIP ($000) | Nonqualified DC Plan ($000) | Health & Welfare ($000) | Outplacement ($000) | Total ($000) |
|---|---|---|---|---|---|---|---|
| Retirement | 0 | 1,422 | 1,455 | 0 | 0 | 0 | 2,877 |
| Involuntary not for cause or Good Reason within 24 months of CIC | 5,703 | 1,422 | 8,706 | 227 | 60 | 25 | 16,143 |
| Disability | 0 | 1,422 | 2,329 | 0 | 0 | 0 | 3,751 |
| Death | 0 | 1,422 | 2,329 | 0 | 0 | 0 | 3,751 |
CIC definitions cover ownership/voting thresholds, board composition changes, and certain business combinations; severance payable for termination without cause or for specified “Good Reason” (material diminishment of duties, relocation >35 miles, compensation reduction, etc.) within 24 months post-CIC. Health coverage subsidy for 36 months; outplacement up to $25,000 (CEO).
Board Governance
- Role/independence: Fields is CEO and a director; not independent. She is not a member of standing Board committees; independent committees (Audit & Risk; Compensation & Leadership Development; Nominating & Governance) consist solely of independent directors.
- Board structure: Roles of Executive Chairman (Wetherbee) and CEO are separated; Lead Independent Director (J. Brett Harvey) provides independent oversight and liaison functions.
- Attendance: In 2024, directors attended 96% of Board and committee meetings; all directors attended the Annual Meeting.
- Director compensation: Employee directors (Fields, Wetherbee) receive no Board compensation; non-employee director program includes $250,000 annual retainer split cash/RS, plus committee chair retainers.
Director Service Details for Kimberly Fields
- Board service history: Appointed to ATI’s Board in 2024 (Class III); continues as CEO-director dual role.
- Committees: Not a member of standing committees (Audit & Risk, CLDC, Nominating & Governance).
- Independence: Not independent (as CEO). Lead Independent Director and independent-only committees mitigate dual-role implications.
- Board compensation: None (employee director).
Compensation Peer Group (Benchmarking and LTIP performance)
- Benchmarking approach: Base pay around approximate median of relevant market peers; variable components contingent on performance; independent consultant Meridian supports design.
- PSU TSR peer group used for 2024–2026 awards: Carpenter Technology; Commercial Metals; Crane; Donaldson; Dover; Hexcel; Howmet Aerospace; ITT; Materion; Moog; Regal Rexnord; Spirit AeroSystems; Timken; Valmont; Woodward.
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: >98% approval in 2023 and 2024. Continued investor support for pay-for-performance (APP: EBITDA/FCF; LTIP: relative TSR).
- Investor outreach: Offered outreach to holders of ~75% of outstanding stock in Q4 2024; conducted calls covering governance, compensation, board refreshment, and sustainability (including revised 2030 GHG targets).
Performance & Track Record
| Metric | 2024 Outcome |
|---|---|
| Sales | ~$4.4B; highest in more than a decade |
| Gross Profit | $898M |
| Net Income | $383M |
| Operating Cash Flow | $407M |
| End-market mix | A&D 62% FY sales; 65% of Q4 sales |
| TSR (SEC table) | $100 → $266.41 (2024); peer group $197.51 |
| Capital returns | $260M repurchases in 2024; $590M authorization remaining EOY |
Compensation Structure Analysis
- Increased equity and at-risk pay: ~84% of CEO’s 2024 compensation opportunity was performance-tied; APP weighted 90% financial metrics; LTIP 70% PSUs (relative TSR) and 30% RSUs (retention).
- Clear, rigorous targets: APP targets exceeded 2023 targets and actual performance; 2025 APP targets exceed 2024 results.
- Double-trigger CIC and severance caps: CIC equity vesting and severance limited (2.99x cap for CEO); no excise tax gross-ups; clawbacks in place.
- No options; no repricing: ATI does not issue options; no repricing or surrender-for-new awards.
Investment Implications
- Strong pay-for-performance alignment: CEO incentive design tightly linked to EBITDA, FCF, and relative TSR with multi-period PSU measurement and a negative TSR cap—reducing windfalls in down markets and emphasizing sustainable outperformance. 2024 APP payout and 2022–2024 PSU max payout reflect robust execution and TSR outperformance.
- Retention risk appears mitigated: No employment contract, but CIC protection (double-trigger 2.99x) balances retention without excess entrenchment; ownership guidelines (6x salary) and hedging/pledging prohibitions strengthen alignment.
- Dual role governance safeguards: Fields’ CEO-director role is offset by separated Executive Chair, an active Lead Independent Director, and independent-only committees, supporting oversight during transformation and growth investments.
- Trading signals: Large multi-year PSU vesting and RSU schedules imply periodic Form 4 activity around vesting dates; however, hedging/pledging prohibitions, retention requirements (50% of after-tax shares until guideline met), and buyback authorizations could temper selling pressure. Monitor upcoming PSU measurement periods through 2026 and Q1 vesting cycles for potential supply.