Ruby Sharma
ATIAbout Ruby Sharma
Independent director at ATI since 2023 (Age 58), Sharma is a retired Ernst & Young LLP partner and former Managing Partner of RNB Strategic Advisors, designated by ATI as an Audit Committee Financial Expert based on SEC/NYSE criteria. She serves on ATI’s Audit & Risk Committee and previously served on ATI’s Technology Committee; ATI’s Board determined in February 2025 that all non‑management directors, including Sharma, are independent. The Board held five meetings in 2024 with an overall 96% attendance rate; all directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RNB Strategic Advisors | Managing Partner | Sep 2018 – Aug 2022 | Strategic advisory leadership |
| Ernst & Young LLP | Partner | 2002 – Dec 2017 | Public company accounting and audit expertise |
| Arthur Andersen | Senior Manager, Forensic & Litigation Services | Prior to EY partnership (dates not disclosed) | Investigations/forensics experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| SoundThinking, Inc. | Director | Current | Public company directorship |
| S&C Electric Company | Director | Current | Company directorship (private) |
| Southwest Gas Holdings, Inc. | Director | Current | Public company directorship |
| Bowflex, Inc. | Director | Past | Prior public board |
| Aspira Women’s Health | Director | Past | Prior public board |
| Penn Medicine Princeton Health | Director | Past | Prior board role |
| National Ascend Organization | Board Trustee | Past | Non‑profit governance |
| Asia Society Business Council | Member | Past | Business council member |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | ATI determined all non‑management directors are independent under NYSE/ATI standards (Feb 2025) |
| ATI Committees | Audit & Risk Committee (member); previously, Technology Committee (member; Technology oversight moved to full Board in Feb 2025) |
| Committee Expertise | Identified as Audit Committee Financial Expert; meets SEC/NYSE criteria |
| Meeting Cadence (2024) | Board: 5 meetings; Audit & Risk: 8; Nominating & Governance: 3; Compensation & Leadership Development: 4 |
| Attendance | Directors attended 96% of Board/committee meetings in 2024; all directors attended 2024 Annual Meeting |
| Leadership Structure | Separate Executive Chair and CEO; Lead Independent Director in place |
| Governance Practices | All standing committees fully independent; executive sessions of independent directors; majority resignation policy; proxy access |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $125,000 | Standard retainer (half of $250,000 total mix) |
| Committee Chair Fees | $0 | Sharma is not a chair; chair fees: Audit $25k, CLDC $20k, Nominating $15k |
| Lead Independent Director Retainer | $0 | Applies only to Lead Independent Director ($40,000) |
| Other | Travel reimbursed per policy | Board service travel expenses reimbursed |
2024 non‑employee director compensation (Sharma): Fees earned $125,000 and stock awards $124,986; total $249,986. Non‑employee directors receive no options, no non‑equity incentive plan awards, and no pension or NQDC earnings. Restricted stock awards vest on the first anniversary (or upon retirement, death, or change of control).
Performance Compensation
| Incentive Vehicle | Metric(s) | Grant/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (annual grant) | None (time‑based) | $124,986 (grant‑date fair value) | 1‑year cliff vest (or earlier on retirement, death, CoC) | No options; directors may elect to take cash retainer in stock |
Directors do not receive performance‑conditioned equity or cash incentives; equity is time‑based to align ownership without encouraging risk‑taking.
Other Directorships & Interlocks
- Current public boards: SoundThinking, Inc.; Southwest Gas Holdings, Inc.
- ATI disclosure notes no Compensation Committee interlocks or insider participation requiring disclosure; CLDC members are all non‑employee directors and no described relationships.
Expertise & Qualifications
- Financial/accounting expertise; designated audit committee financial expert; public company accounting experience from EY partnership and prior forensics leadership at Arthur Andersen.
- Prior strategic advisory leadership (RNB Strategic Advisors).
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (3/17/2025) | 2,671 shares (less than 1% of class) |
| Restricted shares included (aggregate) | 2,054 shares (included within director/named insider restricted totals) |
| Shares outstanding (for % context) | 141,060,892 (3/17/2025) |
| Stock ownership guidelines (directors) | 4x annual cash retainer; retain one‑third of awarded stock until compliant |
| Compliance status | Each director complied or is on track within 5 years of initial election as of 12/31/2024 |
| Hedging & pledging | Officers/directors prohibited from hedging or pledging ATI stock |
Section 16 compliance: ATI reports all Section 16(a) filings were timely in 2024 except one Form 4 for another executive; no delinquency noted for Sharma.
Fixed vs Equity Mix (Alignment Signals)
- Sharma’s 2024 pay mix is ~50% cash/$125k and ~50% time‑vested equity/$124,986, consistent with ATI’s standard non‑employee director structure.
- Directors can elect to receive cash retainers in stock; several did in 2024 (Harvey, Morehouse), highlighting optional equity alignment (no specific election disclosed for Sharma).
Related Party Transactions and Conflicts
- ATI’s Related Party Transactions policy requires Audit & Risk Committee pre‑approval; ATI reports no related party transactions in 2024 requiring disclosure.
- No hedging/pledging by officers/directors permitted, reducing misalignment/credit risk concerns.
- No Compensation Committee interlocks requiring disclosure.
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay passed with >98% approval in 2023 and 2024, indicating strong investor support for compensation governance.
- 2024 outreach offered to holders of ~75% of shares; calls with holders of >30%; feedback was generally positive on CEO succession and updated carbon targets.
Governance Assessment
- Strengths: Independent director with deep audit/public accounting experience; Audit & Risk Committee member and SEC‑defined financial expert; independent committee structure; strong stock ownership guidelines; prohibition on hedging/pledging; high Board/committee attendance; no 2024 related party transactions disclosed.
- Engagement/Alignment: Balanced director pay mix with time‑based equity; ownership guidelines at 4x cash retainer; overall strong Say‑on‑Pay results and proactive investor outreach.
- RED FLAGS: None observed in filings specific to Sharma—no related‑party exposure, no hedging/pledging, no attendance concerns cited, no Section 16 issues disclosed for Sharma.