Marianne Kah
ATIAbout Marianne Kah
Marianne Kah (age 71) is an independent director of ATI, serving since 2019. She is a global energy and raw materials markets expert, formerly Chief Economist at ConocoPhillips for more than 20 years until 2017, with board-level strategic planning and risk analysis credentials. She holds ESG board oversight certification (Ceres/UC Berkeley, 2021) and Cybersecurity Oversight certification (Carnegie Mellon SEI/NACD, 2024). She is an adjunct senior research scholar and Advisory Board member at Columbia University’s Center on Global Energy Policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | Chief Economist | ~1997–2017 | Led market outlooks, risk assessments, scenario planning driving corporate strategy |
| U.S. Association for Energy Economics | Past President | n/a | Professional leadership in energy economics; information flow across industry |
| National Association for Business Economics | Co-led Energy Roundtable | n/a | Policy and market analysis forum leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia University Center on Global Energy Policy | Adjunct Senior Research Scholar; Advisory Board Member | Current | Academic/industry interface; energy markets expertise |
| Ceres/UC Berkeley School of Law | ESG: Navigating the Board’s Role (Certification) | 2021 | Board-level ESG oversight training |
| Carnegie Mellon SEI & NACD | Cybersecurity Oversight (Certification) | 2024 | Board cyber-risk oversight credential |
| PGS ASA | Director (Past) | n/a | Prior public company directorship |
Board Governance
- Independence: The Board determined in Feb 2025 that all directors other than Executive Chair Robert Wetherbee and CEO Kimberly Fields are independent under NYSE and ATI standards; Kah is independent .
- Committees: Audit & Risk Committee member (8 meetings in 2024); member of the Technology Committee during 2024 (3 meetings), which was folded into full Board oversight in Feb 2025 .
- Attendance & engagement: Board held 5 meetings in 2024 (including a multi-day strategy meeting); current directors attended 96% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Director is J. Brett Harvey; independent directors hold regular executive sessions without management .
- Retirement/refresh: Mandatory retirement at the first Annual Meeting after age 75; Kah is 71—tenure since 2019 (6 years) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Retainer (Cash) | $125,000 | Standard $250,000 split: $125k cash + $125k restricted stock value |
| Annual Restricted Stock (Grant-Date Fair Value) | $124,986 | Vests on first anniversary or earlier upon retirement, death, or change of control |
| Meeting/Committee Fees | $0 | No meeting fees; chair retainers apply only to chairs (Audit $25k; CLDC $20k; NomGov $15k) |
| Total 2024 Director Compensation | $249,986 | As disclosed for Kah |
Program features:
- Non-employee directors can elect to receive cash retainer in shares; stock ownership guideline requires ownership equal to ≥4x annual cash retainer; directors must retain one-third of awarded stock until guidelines are met .
- No option awards, no non-equity incentive awards, and no director pensions/deferred compensation earnings .
Performance Compensation
- None disclosed for directors; ATI does not grant performance-based cash or options to non-employee directors .
- Restricted stock awards for directors are time-based, not tied to operating metrics; vesting terms as above .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (per ATI director roster; “Other public boards” for Kah = 0) |
| Past public boards | PGS ASA |
| Potential interlocks (customers/suppliers) | None disclosed; ATI reports no related party transactions requiring disclosure in 2024 |
Expertise & Qualifications
- Energy/raw materials markets, risk analysis, strategic planning; senior leadership at a global public company .
- ESG oversight certification (2021) and cybersecurity oversight certification (2024), enhancing oversight of sustainability and cyber risk .
- Prior leadership in professional economics associations, contributing macro/market insight to board deliberations .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 30,461 | As of March 17, 2025 |
| Ownership as % of shares outstanding | ~0.022% | 30,461 ÷ 141,060,892 outstanding shares |
| Restricted shares included in beneficial total | 2,054 | Aggregate restricted stock awards noted for each non-employee director |
| Options (exercisable/unexercisable) | None | ATI has not granted stock options to employees since 2003; not used for directors |
| Stock ownership guideline | 4x annual cash retainer | Applies to non-employee directors; compliance or on-track for all directors |
| Hedging/pledging policy | Prohibited for officers and directors | No hedging or pledging of ATI stock by officers and directors |
Note: The fair value of director grants is measured using average high/low price on grant date; 2024 director grants vest after one year or earlier upon certain events .
Governance Assessment
- Board effectiveness: Kah brings deep market risk and strategic planning expertise (energy/raw materials), plus formal ESG and cyber oversight credentials—valuable for ATI’s aerospace/defense and specialty energy end-markets and cyber risk oversight. Her service on Audit & Risk strengthens financial reporting and risk oversight; committee met 8 times in 2024, evidencing active engagement .
- Independence & attendance: Independent status; Board attendance at 96% in 2024 and regular executive sessions indicate healthy governance processes and engagement; all directors attended the Annual Meeting .
- Alignment & incentives: Director pay is balanced between cash and stock, with robust ownership guidelines and retention requirements; Kah’s disclosed ownership supports skin-in-the-game. No options, no performance cash, no pensions—reducing misalignment or short-term risk-taking .
- Conflicts/related parties: ATI’s policy requires Audit & Risk Committee approval of any related party transactions; none were disclosed for 2024—no apparent conflicts tied to Kah’s affiliations .
- Shareholder signals: Strong Say-on-Pay support (>98% approval in 2023 and 2024) and structured investor outreach, including engagement with holders of ~75% of outstanding stock in Q4 2024, bolster investor confidence in governance and oversight of pay programs .
Red flags:
- None material disclosed specific to Kah. No related-party transactions in 2024; hedging/pledging prohibited; Section 16 compliance noted with one administrative error unrelated to Kah (Form 4 for another executive) . Mandatory retirement at 75 implies eventual Board turnover planning is in place .