Robert Wetherbee
ATIAbout Robert Wetherbee
Robert S. Wetherbee, 65, is ATI’s Executive Chairman (since July 2024), after serving as CEO from January 2019 to July 2024; he has been a director since January 2019 and Board Chair since May 2021 . He holds a BS in Industrial Administration and Accounting from Iowa State University, and previously spent 29 years at Alcoa . Under his leadership, ATI delivered 2024 sales of ~$4.4B (highest in over a decade) with aerospace and defense at 62% of full-year sales; 2024 operating cash flow was $407M, and ATI repurchased $260M of stock; a $100 investment at the outset of 2022 was worth over $300 by the 2025 meeting record date . 2024 APP metrics set by the board show strong EBITDA execution (728 vs 680 target; 194.8% of target) offset by below-target FCF (240 vs 275 target; 57.3%), culminating in above-target annual bonus outcomes for NEOs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ATI | Executive Chairman | Jul 2024–present | Oversight of strategy and CEO transition; separation of Chair/CEO roles to support focus and independent oversight |
| ATI | CEO; President (former) | CEO Jan 2019–Jul 2024; President Jan 2019–Jun 2023 | Led transformation to A&D leadership; margin expansion; TSR outperformance since 2022 |
| ATI | Board Chair | May 2021–present | Board leadership; governance and succession planning |
| ATI | EVP, Flat Rolled Products Group | Jan 2015–Dec 2018 | Operations and portfolio transformation groundwork |
| ATI | President, Flat Rolled Products | Apr 2014–Jan 2015 | Implemented execution initiatives in flat-rolled business |
| ATI | President, Tungsten business | 2010–2012 | Business leadership post-ATI entry; leveraged Alcoa experience |
| Minerals Technologies | President & CEO | Mar 2013–Feb 2014 | Public company CEO experience |
| Alcoa | Various leadership roles | ~1981–2010 | Operations/marketing/finance executive across 29 years |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Commercial Metals Company | Director | Current | Public company board, industry adjacency |
Fixed Compensation
| Year | Role | Base Salary Rate ($) | Notes |
|---|---|---|---|
| 2024 | Executive Chairman (from Jul 1, 2024); CEO (to Jun 30, 2024) | 895,000 | Weighted avg: $1,040,000 1H24 as CEO; $750,000 2H24 as Executive Chairman |
| 2023 | CEO/Board Chair | 975,000 | Weighted avg 2023 |
Performance Compensation
- 2024 Annual Performance Plan (APP) design: 60% EBITDA, 30% Free Cash Flow, 10% strategic/individual; threshold 25% of target; cap 200% of target .
| 2024 APP metric | Weight | Threshold | Target | Max | 2024 Actual | Achievement vs Target |
|---|---|---|---|---|---|---|
| EBITDA ($MM) | 60% | 590 | 680 | 730 | 728 | 194.8% |
| Free Cash Flow ($MM) | 30% | 200 | 275 | 350 | 240 | 57.3% |
| Strategic/Individual | 10% | — | — | — | — | 125.0% (Wetherbee) |
| Executive | 2024 APP Target (% of Base) | Actual Weighted Achievement (%) | Cash Bonus ($) |
|---|---|---|---|
| Robert S. Wetherbee | 114.5% (weighted) | 146.6% | 1,514,420 |
- Long-Term Incentive Plan (LTIP) structure:
- Mix: 70% PSUs (3-year performance, relative TSR vs peer group), 30% RSUs (time-based, ratable over 3 years) .
- 2024–2026 PSU measurement: four measurement points (6Q, 8Q, 10Q, 12Q), with 20%/20%/30%/30% weighting; threshold requires 2nd quartile; max requires top quartile; negative 3-year absolute TSR caps payout at 100% .
- 2022–2024 PSUs paid 200% of target (settled Jan 2025) on sustained TSR outperformance .
| 2024 LTIP (grant 1/3/2024 unless noted) | Units/Shares | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 28,076 | 1,199,988 | 1/3 annually over 3 years |
| PSUs (target) | 65,512 | 3,318,759 | Cliff after 3-year period, relative TSR; multi-measurement schedule |
| Total 2024 equity | — | 4,518,727 | — |
| 2022–2024 PSUs (settled Jan 2025) | — | 16,241,409 realized value | Paid at 200% of target; value at $56.63/share |
- Total realized compensation vs target (2024): Wetherbee $25.63M realized, 432% of $5.92M target, driven by PSU vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 539,806 shares as of Mar 17, 2025 (<1% of outstanding) |
| Unvested RSUs | 87,088 shares ($4,788,921 at $55.04 12/31/2024) |
| Unvested performance awards | 288,439 target units ($15,875,682 at $55.04) across 2022 BPUs, 2023 PSUs, 2024 PSUs |
| 2024 stock vested (all awards) | 443,493 shares; $22,980,581 value (timing and pricing disclosed) |
| Ownership guidelines | Executive Chairman 4x base salary; CEO 6x; 50% post-tax retention until met; policy prohibits hedging and pledging |
| Options | ATI has not granted stock options since 2003; none outstanding |
Implication: Large remaining unvested PSU/RSU balances create retention hooks and could contribute to periodic selling pressure around vest dates; however, hedging/pledging are prohibited and ownership guidelines require ongoing holding, tempering near-term supply risk .
Employment Terms
- No employment agreements for executive officers; equity plan uses double-trigger CIC vesting .
- Change-in-control (CIC) agreements: Wetherbee multiple is 2.99x of (highest base within prior 2 years + greater of target APP or prior-year actual), plus prorated bonus, accrued amounts, 36 months health benefits, outplacement up to $25,000, and certain legacy supplemental pension vesting; term auto-extends; no excise tax gross-ups .
| Scenario (as of FY2024 end, $000s) | Retirement | CIC + Qualifying Termination | Disability | Death |
|---|---|---|---|---|
| Base severance | 0 | 7,992 | 0 | 0 |
| Accrued APP | 1,514 | 1,514 | 1,514 | 1,514 |
| LTIP (estimated) | 2,771 | 18,029 | 4,825 | 4,825 |
| Other (DC plan; H&W; outplacement) | 0; 0; 0 | 179; 57; 25 | 0; 0; 0 | 0; 0; 0 |
| Total | 4,285 | 27,796 | 6,339 | 6,339 |
| Notes | CIC base severance calculation uses $1,040,000 highest base + $1,632,945 2023 APP, times 2.99x |
- Clawback: Robust executive compensation recovery policy adopted consistent with SEC/NYSE rules; incentive pay conditioned on Code of Conduct adherence .
- Hedging/pledging: Prohibited for directors and officers .
Board Governance (Director service and dual-role implications)
- Service history: Director since 2019; Board Chair since May 2021; Executive Chairman since July 2024; current age 65 .
- Independence: Not independent as Executive Chairman; all standing committees comprise independent directors; Wetherbee is not a member of any committees .
- Board leadership: Roles of Chair and CEO are separated to aid transition and independent oversight; J. Brett Harvey serves as Lead Independent Director with defined responsibilities .
- Director attendance: 96% attendance across Board and committee meetings in 2024 .
- Director compensation: Employee directors (Wetherbee; CEO) receive no Board compensation; non-employee director program: $250K annual retainer (50/50 cash/stock), plus role-based retainers (e.g., Lead Independent Director $40K; committee chairs $15–25K) .
Dual-role analysis: Executive Chair status centralizes influence but is mitigated by independent committees, a strong Lead Independent Director, and regular executive sessions of independent directors; Say‑on‑Pay support and active investor outreach suggest governance acceptance of the structure during the CEO transition .
Director Compensation (context for dual-role governance)
| Element | 2024 Amount |
|---|---|
| Annual retainer (non-employee) | $250,000 ($125,000 cash + $125,000 restricted stock) |
| Lead Independent Director retainer | $40,000 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Nominating $15,000 |
Compensation Structure Analysis
- Cash vs equity mix: Majority of target compensation at risk and equity-based; 70% of LTIP in PSUs tied to multi-year relative TSR; 2024 realized pay uplift driven by PSU outperformance (200% payout for 2022–2024 cycle), consistent with pay-for-performance .
- Shift to PSUs/RSUs: ATI does not use stock options (since 2003); equity is RSUs + PSUs, a lower-risk structure for recipients but tightly linked to TSR and includes a negative TSR cap for 2024 awards .
- Targets vs outcomes: 2024 APP targets were higher than 2023, with strong EBITDA beat but below-target FCF; aggregate financial factor 149% and strategic 125% produced a 146.6% bonus for Wetherbee, below the 200% cap, showing balanced calibration .
- Peer group targeting: PSU performance measured versus a relevant industrial/aerospace peer set (Carpenter, Howmet, Hexcel, Woodward, etc.), aligning pay with relative value creation .
- Shareholder feedback and Say‑on‑Pay: Support exceeded 98% in both 2023 and 2024, reflecting confidence in pay design and responsiveness to investor input .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Sales ($B) | 4.2 | 4.4 (highest in >10 years) |
| Gross profit ($MM) | 803 | 898 |
| Net income ($MM) | 423 | 383 |
| Operating cash flow ($MM) | — | 407 |
| Cash at year-end ($MM) | 744 | 721 |
| Share repurchases ($MM) | 85 | 260 |
| Relative TSR | Outperformed S&P 500 since 2022; $100 → $300+ by 2025 record date |
Notes: 2023 actual EBITDA used for bonus was 591.3; 2024 actual EBITDA was 728; underscoring fundamental improvement tied to APP metrics .
Equity Ownership & Alignment Details
| Category | Shares/Units | Market Value Reference |
|---|---|---|
| Beneficial ownership (3/17/2025) | 539,806 | <1% of 141,060,892 shares |
| Unvested RSUs (12/31/2024) | 87,088 | $4,788,921 at $55.04 |
| Unvested target PSUs/BPUs (12/31/2024) | 288,439 | $15,875,682 at $55.04 |
| 2024 vested shares (all stock awards) | 443,493 | $22,980,581 realized value |
| Ownership guidelines | Exec Chair 4x base; 50% retention until met; hedging/pledging prohibited |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: >98% in 2024 and 2023, signaling strong investor support for ATI’s pay-for-performance program .
- Investor outreach: Offered sessions to holders of ~75% of outstanding shares in Q4’24; engaged several large holders (~30% of shares), with positive feedback on CEO succession and updated carbon targets .
Compensation Peer Group (LTIP measurement and benchmarking)
Carpenter Technology; Commercial Metals; Crane; Donaldson; Dover; Hexcel; Howmet Aerospace; ITT; Materion; Moog; Regal Rexnord; Spirit AeroSystems; Timken; Valmont; Woodward .
Employment & Contracts (additional)
- Defined benefit plans largely frozen; Wetherbee received lump-sum upon Pension Plan termination in 2023; ongoing nonqualified defined contribution restoration accruals disclosed in “All Other Compensation” .
- Insider trading policy filed as exhibit to 2024 10-K; trading only in compliance with insider trading laws .
Investment Implications
- Alignment: High PSU weighting, negative TSR cap, and robust ownership/anti-hedging policies create strong alignment with long-term TSR while limiting windfall risks from negative absolute returns .
- Retention vs selling pressure: Significant unvested PSU/RSU balances and ownership requirements reduce voluntary attrition risk; however, large annual vesting events (e.g., 2024’s 443k vested shares) can create episodic supply; monitor Form 4s around vesting windows for execution risk signals .
- Governance: Executive Chair dual-role increases influence but is offset by independent committees, Lead Independent Director, and executive sessions; Say‑on‑Pay support (>98%) and structured investor engagement suggest low near-term governance risk premium .
- Pay-for-performance: Above-target 2024 bonuses came from EBITDA over-delivery despite below-target FCF; with PSU payouts tied to multi-period relative TSR and a broad industrial/aerospace peer set, compensation sensitivity to sustained value creation remains high .