Vaishali Bhatia
ATIAbout Vaishali Bhatia
Vaishali S. Bhatia, age 42, is Senior Vice President, General Counsel, and Chief Compliance Officer at ATI, appointed in March 2024 after senior legal roles at HF Sinclair and HollyFrontier and earlier practice at Jones Day . During 2024, ATI delivered $4.4B in sales (vs. $4.2B in 2023), gross profit of $898M (vs. $805M), net income of $383M, and operating cash flow of $407M; aerospace and defense reached 62% of sales and 65% in Q4, and a $100 investment at the start of 2022 was worth over $300 at the 2025 record date . ATI’s pay-for-performance framework ties executive incentives to EBITDA, free cash flow, and relative TSR, with strong recent Say-on-Pay support (98% approval in 2023 and 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HF Sinclair Corporation | EVP, General Counsel & Secretary | Mar 2023–Mar 2024 | Led enterprise legal and governance for independent energy producer and marketer . |
| HF Sinclair/HollyFrontier | SVP, General Counsel & Secretary | Nov 2019–Mar 2023 | Senior legal leadership through portfolio and corporate transitions . |
| HF Sinclair/HollyFrontier | Acting General Counsel & Secretary | Aug 2019–Nov 2019 | Interim chief legal officer responsibilities . |
| HollyFrontier | Assistant General Counsel & Assistant Secretary | May 2017–Aug 2019 | Corporate and securities counsel responsibilities . |
| Jones Day | Associate | Pre-2017 | Complex corporate and regulatory legal practice . |
External Roles
No public company board roles disclosed .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary rate ($) | $620,000 | Senior VP rate set in 2024. |
| Salary actually paid ($) | $460,231 | Reflects partial-year tenure at ATI. |
| Target annual incentive (% of base) | 70% | APP target for Senior VPs. |
| Actual cash bonus (APP) ($) | $464,234 | Earned at 144.1% of salary-weighted target. |
| Signing bonus ($) | $700,000 | One-time sign-on in 2024. |
Performance Compensation
Annual Performance Plan (APP) – 2024
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | ATI Achievement vs Target |
|---|---|---|---|---|---|---|
| EBITDA ($mm) | 60% | 590 | 680 | 730 | 728 | 194.8% |
| Free Cash Flow ($mm) | 30% | 200 | 275 | 350 | 240 | 57.3% |
| Strategic/Individual goals | 10% | — | — | — | Assessed by CLDC | Used for payout determination |
| Executive | Weighted Achievement (%) | APP Payout ($) |
|---|---|---|
| Vaishali S. Bhatia | 144.1% | $464,234 |
Long-Term Incentive Plan (LTIP) – 2024 Grants
| Vehicle | Weight | Grant Date | Shares/Units | Vesting | Performance Metric | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSUs | 30% | 03/20/2024 | 58,456 | Ratable over 3 years | N/A | 2,840,962 |
| PSUs (Target) | 70% | 03/20/2024 | 16,371 (target); 8,186 (threshold); 32,742 (max) | 3-year, multiple measurement periods | Relative TSR vs peer group | 943,045 |
PSU structure and vesting: four measurement points (Jun 30, 2025; Dec 31, 2025; Jun 30, 2026; Dec 31, 2026) with heavier weighting toward later periods; threshold requires 2nd quartile TSR and maximum requires top quartile; negative 3-year absolute TSR caps total payout at 100% . RSUs convert to shares upon vest with no dividends; PSUs pay in stock if goals are met .
Equity Ownership & Alignment
| Component | Quantity/Value | Details |
|---|---|---|
| Unvested RSUs (12/31/2024) | 58,456 shares; $3,217,418 | Market value at $55.04 per share year-end . |
| Unvested PSUs (Target, 12/31/2024) | 16,371 units; $901,060 | PSU target units and value basis . |
| Stock ownership guideline | 2× base salary for Senior Vice Presidents | Executives must retain 50% of after-tax shares until compliance . |
| Guideline compliance | Met | “Our CEO and each other NEO currently meets…ownership obligations” . |
| Hedging/Pledging | Prohibited | Policy bans hedging and pledging by officers and directors . |
Insider transactions and selling pressure:
- 2024 grant and initial Form 4 filings: March 20, 2024 Form 4 reported equity awards; subsequent records reflect acquisitions consistent with RSU/PSU grants .
- 2025 tax withholding on vest: March 21, 2025 Form 4 indicates 3,509 shares withheld to satisfy taxes on RSUs vested from the March 20, 2024 award—non-discretionary, not open-market selling .
- January 2025 Form 4: SEC filing confirms transactions around Jan 3, 2025; combined entries include administrative share movements; consult filing details for exact codes (e.g., M, F, S/P) .
Note: Share withholding for taxes (code “F”) is not typically considered discretionary selling pressure.
Employment Terms
- Employment agreements: None for executive officers .
- Change-in-control: Double-trigger vesting applies to equity awards; executives have change-in-control agreements without excise tax gross-ups .
- Severance limits: Severance arrangements capped at 2.99× base salary .
- Clawbacks: Robust recovery policies, including SEC/NYSE-compliant Executive Compensation Recovery Policy for restatements; broader discretionary recovery features also in place .
- Insider trading policy: Formal policy governing transactions; filed as Exhibit 19.1 to the 2024 10-K .
- Perquisites: Minimal; parking benefit on same terms as broader corporate employees; no personal aircraft usage, club dues, or tax gross-ups provided .
- Stock ownership guidelines: Senior VPs required to hold 2× salary; must retain 50% of post-tax vested shares until compliant; Bhatia currently in compliance .
Investment Implications
- Alignment and incentives: Bhatia’s 2024 equity mix is heavily performance-based (PSUs at 70% of LTIP) tied to relative TSR, encouraging long-term value creation; RSUs provide retention ballast via 3-year ratable vesting . Strong ownership rules, retention requirements, and clawbacks reinforce alignment and mitigate governance risk .
- Selling pressure: Observed “sales” are primarily tax-withholding on vesting and administrative equity settlements, not open-market discretionary liquidation—reducing signals of near-term selling pressure .
- Retention risk: Large initial RSU grant (58,456) and PSU package (target 16,371) with multi-year vesting supports retention through at least 2026; absence of employment contracts is offset by competitive severance/change-in-control protection without gross-ups .
- Performance linkage: ATI’s incentive metrics (EBITDA, FCF, TSR) and 2024 outcomes (EBITDA materially above target; FCF below target) produced a 144.1% APP payout for Bhatia, illustrating disciplined pay-for-performance mechanics . Company-level returns and capital deployment (repurchases) strengthen equity-based compensation value realization .