Leroy Ball
ATIAbout Leroy M. Ball
Independent director since 2019; age 56. Current President & CEO of Koppers Holdings Inc.; prior CFO roles at Koppers and Calgon Carbon. Designated Audit Committee Financial Expert and chairs ATI’s Audit & Risk Committee, bringing deep public company finance, accounting, and operational expertise to the board .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Koppers Holdings Inc. | President & CEO | Jan 2015–present | Leads global treated wood/chemicals/carbon compounds provider; public company CEO experience . |
| Koppers Holdings Inc. | COO | Aug 2014–Dec 2014 | Operational leadership . |
| Koppers Holdings Inc. | CFO & COO | May 2014–Aug 2014 | Dual finance/operations remit . |
| Koppers Holdings Inc. | CFO | 2010–May 2014 | Public company CFO; accounting oversight . |
| Calgon Carbon, Inc. | SVP & CFO | 2002–2010 | Finance leadership; public company accounting . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koppers Holdings Inc. | Director | Current | Public company directorship; industry/operator perspective . |
| Koppers, Inc. (subsidiary) | Director | Current | Subsidiary governance . |
| Other public boards (count) | — | — | 1 other public board shown for Ball in ATI matrix . |
Board Governance
| Committee | Role | 2024 Meetings | Scope/Notes |
|---|---|---|---|
| Audit & Risk | Chair; Audit Committee Financial Expert | 8 | Oversees financial reporting, auditor independence, internal audit, compliance, cybersecurity, climate/sustainability risks; approves related-party transactions . |
| Compensation & Leadership Development (CLDC) | Member | 4 | CEO/NEO pay, equity plans, succession, talent/culture; uses independent consultant Meridian . |
| Technology Committee (discontinued Feb 2025) | Member | 3 | 2024-only; migrated to full Board oversight in Feb 2025 . |
- Independence: Board determined Ball is independent (all directors except Executive Chair Wetherbee and CEO Fields) .
- Attendance: Directors attended 96% of all Board/committee meetings in 2024; all attended the 2024 Annual Meeting .
- Lead independent director: J. Brett Harvey; regular executive sessions of independents .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $125,000 | Standard director cash retainer . |
| Annual restricted stock value | $125,000 | Standard director equity retainer (restricted stock; vests after 1 year) . |
| Audit & Risk Chair retainer | $25,000 | Committee chair fee . |
| Total fees earned (cash) – Ball | $150,000 | Cash retainer + audit chair retainer . |
| Stock awards – Ball (grant date fair value) | $124,986 | DSUs/RS per Non‑Employee Director Restricted Stock Program; vests on first anniversary or earlier on retirement/death/CoC . |
| 2024 total – Ball | $274,986 | Sum of cash + equity . |
- Directors may elect to take cash in stock; in 2024 only Harvey and Morehouse elected stock in lieu of cash (Ball did not) .
- No options or non‑equity incentives for non‑employee directors; no director pensions or deferred comp earnings .
Performance Compensation
| Element | Metric linkage | Vesting schedule | 2024 Amount (Ball) | Notes |
|---|---|---|---|---|
| Director equity (restricted stock) | None (time-based) | 1-year cliff; accelerates on retirement/death/CoC | $124,986 | Annual grant; measured at grant by average of daily high/low . |
| Options | N/A | N/A | $0 | Company does not grant options to directors . |
| Cash incentives | N/A | N/A | $0 | No director incentive pay . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Koppers Holdings Inc.; Koppers, Inc. (subsidiary) . |
| Interlocks/conflicts | No Compensation Committee interlocks; no insider participation conflicts disclosed . |
| Related-party transactions | None requiring disclosure in 2024; Audit & Risk Committee reviews/approves any RPTs under policy . |
Expertise & Qualifications
- Audit Committee Financial Expert; finance/accounting and public company management expertise .
- Deep manufacturing/operations leadership (CEO/COO roles) aligned with ATI’s industrial/aerospace end-markets .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Ball) | 30,658 shares; <1% of outstanding . |
| Restricted shares included in beneficial ownership | 2,054 shares (aggregate restricted stock awards per footnote include Ball) . |
| Ownership guidelines | Directors expected to own ≥4x annual cash retainer; must retain one‑third of awarded stock until compliant . |
| Compliance status | Each director complied as of 12/31/2024 or is on track within 5 years of initial election . |
| Hedging/pledging | Prohibited for officers and directors per policy . |
Governance Assessment
- Board effectiveness: Ball’s dual CEO/CFO background and audit financial expert designation strengthen ATI’s oversight of financial reporting, risk (including cyber and climate), and internal controls; his chairing of Audit & Risk (8 meetings in 2024) indicates active, structured engagement .
- Alignment: Director pay mixes cash with time‑vested equity; robust stock ownership guidelines and retention requirements promote alignment; Ball’s 2024 compensation was $274,986 with standard equity vesting—no options or performance pay for directors, reducing incentive misalignment risk .
- Independence and conflicts: Board affirmed independence; no related‑party transactions in 2024; no compensation committee interlocks or insider participation conflicts disclosed; hedging/pledging prohibited—these factors support investor confidence .
- Shareholder signals: Strong say‑on‑pay support (98% in 2023 and 2024) and active investor outreach indicate constructive governance culture; CLDC uses an independent consultant (Meridian) and maintains clawbacks and double‑trigger CoC on executive equity—positive practices overseen by committees including Ball .
RED FLAGS: None disclosed specific to Ball. Company-wide: no related-party transactions; no tax gross‑ups; no option repricing; one minor late Section 16 Form 4 for a different executive due to administrative error (not Ball) .