Sector: Industrials
ATI INC · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
ATI's 3-year total return of +284% massively exceeds the compensation peer group median of +49.4% by +234.6 percentage points, far above the 50-point threshold required to trigger an against vote, and no overboarding, attendance, or independence concerns apply to Ms. Fields.
Ms. Lund joined the board in November 2025, well within the 24-month new-director exemption from the TSR performance trigger, and brings deep aerospace industry expertise from a 34-year career at Boeing with no overboarding or other governance concerns.
ATI's 3-year total return of +284% outpaces the compensation peer group median by +234.6 percentage points, which is far above the 50-point trigger threshold, so the TSR test does not fire, and no overboarding, attendance, or independence concerns apply to Mr. Morehouse.
All three Class III nominees pass the TSR screen with ease — ATI's 3-year return of +284% beats the peer group median by +234.6 percentage points, well above the 50-point trigger threshold for a company with strong positive returns. Ms. Lund is additionally exempt as a director appointed within the last 24 months. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Kimberly A. Fields
Total Comp
$13,512,737
Prior Support
98%+%
CEO total compensation of approximately $13.5 million is within a reasonable range for a large-cap industrial company of ATI's size and complexity, and the pay structure is heavily performance-oriented — approximately 91% of the CEO's 2025 compensation opportunity was tied to performance metrics including EBITDA, free cash flow, and relative total shareholder return. ATI's stock massively outperformed its peer group over 3 years (+234.6 percentage points above the peer median), confirming that above-target incentive payouts are fully justified by shareholder outcomes. The company maintains a robust clawback policy, meaningful stock ownership requirements (6x salary for the CEO), and has received over 98% shareholder support on Say on Pay for three consecutive years, reflecting no governance concerns.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose the detailed auditor fee table or EY's tenure in the text provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed to fire; per policy, the tenure trigger requires confirmed data and defaults to FOR in its absence. EY is a Big 4 firm appropriate for ATI's $20.4 billion market cap, and no material restatements are disclosed.
ATI's 2026 annual meeting ballot contains three straightforward proposals: the election of three directors, ratification of Ernst & Young as auditor, and an advisory vote on executive pay. All three proposals warrant a FOR vote — ATI's extraordinary stock performance (3-year return of +284%, outpacing peers by over 230 percentage points) validates above-target executive pay, the director nominees clear every policy screen, and no auditor independence or fee ratio concerns were identified from the available data.
16 companies disclosed in 2026 proxy filing
