Form 4: ATI VP Chief Accounting Officer Granted PSUs

ATI Inc.'s VP Chief Accounting Officer, Michael Benjamin Miller, was granted 1,709 Performance Stock Units under the company's 2022 Incentive Plan.

Summary

• Michael Benjamin Miller, VP Chief Accounting Officer of ATI Inc., acquired 1,709 Performance Stock Units (PSUs) on December 5, 2025.
• Each PSU represents a contingent right to receive one share of ATI Inc.'s Common Stock if a specified target market price is achieved (based on a 10-trading day average) on the NYSE for at least 20 consecutive trading days prior to December 31, 2029.
• PSUs may result in the right to receive additional shares, up to a maximum of three shares per PSU, if higher average market prices are achieved before December 31, 2029.
• Vested shares, if any, are generally payable in two equal installments in early 2030 and 2031.
• The award was made under the Issuer's 2022 Incentive Plan.

Sentiment

Score: 7

Explanation: The grant of performance-based equity to a key executive is generally positive as it aligns management incentives with shareholder interests. However, the contingent nature and long vesting period introduce some uncertainty regarding the ultimate value to the executive.

Positives

• The grant of Performance Stock Units aligns the interests of the VP Chief Accounting Officer with those of shareholders, incentivizing long-term stock performance.
• The potential for receiving up to three shares per PSU provides a strong incentive for achieving significant stock price appreciation.

Negatives

• The value of the award is contingent on the company's stock achieving specific market price targets, meaning there is no guaranteed payout.
• The shares, if vested, will not be fully paid out until early 2030 and 2031, representing a long-term deferral of compensation.

Risks

• The PSUs may not vest if the specified target market price for ATI Inc.'s Common Stock is not achieved by December 31, 2029.
• The actual number of shares received could be less than the maximum three shares per PSU if higher average market prices are not met.

Future Outlook

The grant of Performance Stock Units is designed to incentivize the VP Chief Accounting Officer to contribute to the achievement of specific stock price targets for ATI Inc.'s common stock by the end of 2029, with potential payouts extending into 2030 and 2031.

Industry Context

The use of Performance Stock Units (PSUs) is a common executive compensation practice across various industries, designed to align management incentives with long-term shareholder value creation by tying compensation directly to stock performance metrics.

Comparison to Industry Standards

• The structure of this PSU award, contingent on stock price performance over several years and with potential for additional shares based on higher targets, is a standard practice in executive compensation plans across publicly traded companies, particularly in the manufacturing and aerospace sectors where ATI Inc. operates.
• Many companies, including peers in the specialty materials and aerospace components industry, utilize similar long-term incentive vehicles to retain key talent and drive strategic objectives.

Corporate Governance

Stakeholder Impact

• Shareholders: The award incentivizes the VP Chief Accounting Officer to work towards increasing the company's stock price, potentially benefiting shareholders through capital appreciation.
• Employees: This type of executive compensation can signal the company's commitment to performance-based rewards, potentially influencing broader compensation strategies.

Next Steps

• ATI Inc.'s common stock performance will be monitored against the specified target market prices until December 31, 2029, to determine PSU vesting.
• If vesting conditions are met, shares will be issued in two equal installments in early 2030 and 2031.

Key Dates

Keywords

ATI, ATI Inc., Form 4, Performance Stock Units, PSU, executive compensation, stock award, Michael Benjamin Miller, insider transaction