Timothy Harris
ATIAbout Timothy Harris
Timothy J. Harris, 50, is ATI’s Senior Vice President, Chief Digital and Information Officer (CDIO) since May 2019, leading digital technology strategy while the Board’s Audit & Risk Committee receives quarterly reports on cybersecurity and digital risk from the CDIO . Under his tenure as a member of the executive team, ATI delivered 2024 sales of ~$4.4B (vs. $4.2B in 2023), Adjusted EBITDA of $729.1M, operating cash flow of $407M, and raised aerospace/defense mix to 62% of sales; a $100 investment in 2022 exceeded $300 by the 2025 record date, and 2024 TSR value reached 266.41 versus 197.51 for peers, evidencing strong value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Andeavor | Chief Information Officer | Nov 2016 – Apr 2019 | Enterprise CIO leadership in energy refining/logistics prior to sale to Marathon Petroleum |
| Mylan N.V. | Chief Technology Officer; head of Global Technology Services | Jun 2013 – Mar 2016 | Led global technology services at large-cap pharma, scaling enterprise IT |
| Aviva PLC | Global technology roles | Not disclosed | Multinational insurance technology leadership experience |
| Rockwell Collins | Leadership roles | 10+ years (not dated) | Aerospace/defense technology and systems leadership foundation |
External Roles
- No public company board roles/directorships disclosed in the proxy biography for Mr. Harris .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary Rate | $495,000 | $520,000 |
| Salary Paid | $498,846 | $519,231 |
| Target Bonus % of Salary (APP) | 70% | 70% |
| Target Bonus ($) | — | $364,000 |
| Actual Annual Incentive (APP) Paid | $460,061 | $526,474 |
| All Other Compensation | $91,877 | $80,965 |
| Total Compensation | $2,244,480 | $2,301,500 |
Performance Compensation
2024 Annual Performance Plan (cash)
| Component | Weight | Target | Actual 2024 | Payout/Achievement |
|---|---|---|---|---|
| ATI EBITDA ($MM) | 60% | 680 | 728 | 194.8% of target |
| Free Cash Flow ($MM) | 30% | 275 | 240 | 57.3% of target |
| Aggregate Financial (weighted) | 90% | — | — | 149% (weighted) |
| Individual Strategic Goals (Harris) | 10% | — | — | 107.5% |
| Total APP Achievement (Harris) | 100% | — | — | 144.8% of salary; award $526,475 |
Long-Term Incentive Plan (equity)
- Structure: 70% PSUs, 30% RSUs; PSUs vest on relative TSR vs a defined peer group over a 3-year period with four measurement windows and a negative TSR cap; RSUs vest ratably over 3 years .
- Peer group for 2024–2026 PSUs includes: Carpenter Technology, Commercial Metals, Crane, Donaldson, Dover, Hexcel, Howmet, ITT, Materion, Moog, Regal Rexnord, Spirit AeroSystems, Timken, Valmont, Woodward .
2024 equity grants (Harris):
| Award | Grant date | Units (target) | Vesting | Grant-date fair value (USD) |
|---|---|---|---|---|
| RSU | Jan 3, 2024 | 7,299 | 3-year ratable | $311,959 |
| PSU (Relative TSR) | Jan 3, 2024 | 17,033 | 3-year performance (4 periods) | $862,871 |
Realization from 2022–2024 PSU cycle:
| Item | 2024 |
|---|---|
| PSU payout rate (2012–2024 plan cycle) | 200% of target |
| Value realized by Harris from 2022–2024 PSUs | $3,816,638 |
Vesting activity in 2024 (all stock awards):
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (Harris) | 111,558 |
| Value realized on vesting (USD) | $5,715,402 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 123,359 ATI shares as of Mar 17, 2025; <1% of outstanding |
| Unvested RSUs at 12/31/2024 | 21,553 units; market value $1,186,278 |
| Unearned PSUs/BPUs at 12/31/2024 (target) | 91,995 units; market/payout value $5,063,404 |
| Stock options | ATI does not issue stock options; none outstanding |
| Ownership guidelines | SVPs: 2x base salary; must retain 50% of after-tax vested shares until met |
| Compliance status | Executives meet ownership obligations under guidelines |
| Hedging/pledging | Prohibited for officers/directors |
Employment Terms
Change-in-control (CIC) structure and economics:
- No employment agreement; standard CIC agreement with double-trigger vesting of equity; no excise tax gross-ups; severance caps and governance safeguards in place .
- CIC severance multiple: 2x (base salary + annual bonus at greater of target or prior year actual) for SVPs, including Mr. Harris .
Estimated payments upon separation (assuming termination within 24 months post-CIC at 12/27/2024 prices):
| Component ($000) | Amount |
|---|---|
| Base severance (2x base+bonus) | 1,960 |
| Accrued 2024 APP | 526 |
| LTIP (equity) | 4,377 |
| Non-qualified DC plan | 83 |
| Health & welfare (36 months equivalent) | 54 |
| Outplacement | 15 |
| Total | 7,015 |
Other protections and policies:
- Robust clawback policy (Dodd-Frank compliant plus broader discretionary recovery); insider trading policy enforced .
- Severance arrangements limited (2.99x cap); equity plan uses double-trigger CIC provisions .
Performance & Track Record
- Role-driven impact: As CDIO, Mr. Harris leads digital technology and informs Board oversight; the Audit & Risk Committee receives quarterly updates on cybersecurity and digital risk from the CDIO, embedding cyber risk management into enterprise oversight .
- Company performance during his executive tenure: 2024 sales ~$4.4B (highest in over a decade), Adjusted EBITDA $729.1M, operating cash flow $407M, aerospace/defense mix 62%, $260M share repurchases (with $590M authorization remaining), cash on hand $721M; strong TSR since 2022 (>3x) and 2024 TSR value of 266.41 vs 197.51 for sector peers .
- Say-on-Pay support signals alignment: 98%+ approval in 2023 and 2024 .
Investment Implications
- Alignment and incentives: High at-risk mix (APP tied 90% to financials; LTI 70% PSUs on relative TSR with a negative TSR cap) aligns Mr. Harris’s incentives with sustained shareholder returns and cash/EBITDA discipline .
- Retention and selling pressure: RSUs vest annually and PSUs settle on multi-period TSR windows (with heavier weighting later in the cycle), promoting retention and smoothing vesting; significant PSU settlements (e.g., 200% payout for 2022–2024) can create periodic share deliveries, but ATI prohibits hedging/pledging and enforces ownership retention until guideline compliance, mitigating misalignment and forced selling risks .
- Downside protections are shareholder-friendly: No employment agreement, no excise tax gross-ups, severance caps, and double-trigger equity vesting reduce potential for windfalls; CIC severance economics for Mr. Harris are moderate (2x multiple) and standard for role seniority .