ATI INC

ATI’s Annual Performance Plan (“APP”) is a short-term cash incentive plan in which approximately 400 key employees (including the NEOs) participate. For executive officers, 90% of the performance goals are based on financial metrics, and 10% are based on strategic/individual goals, as described below.

APP Financial Metrics

Performance Criteria. The performance goals for the 2024 APP were set in early 2024 based on ATI’s business and operations plans for 2024. Corporate-wide goals are established in abottom-up process through which each business unit’s business plan and business conditions are separately reviewed, as are the expectations for other performance factors at each business unit. The performance goals include a mix of financial targets and strategic and/or individual performance goals.

Our short-term incentive targets for 2024 exceeded both the targets we set for 2023 and our actual 2023 performance, reflecting our commitment to rewarding continued improvement as reflected in our compensation structure. Targets set in early 2025 for our 2025 APP exceed 2024 results.

Level of Difficulty. The Committee sets the APP metrics so that the relative difficulty of achieving the target level is consistent from year to year. The objective is to establish target goals that are challenging yet achievable, with a much higher level of difficulty to achieve performance that generates the maximum payout.

Award Opportunities. Opportunities for the NEOs under the APP are expressed as a percentage of base salary. The Committee sets the potential award ranges for each NEO using comparative market data provided by our compensation consultant. In general, our short-term incentive program is designed so that the payout associated with achieving threshold performance for each performance goal is equal to 25% of target, while the payout associated with achieving the maximum performance level is capped at 200% of target. No payout with respect to the financial performance component is earned for performance below the threshold level.

Individual NEO Goals.90% of each NEO’s annual award opportunity under the APP is determined based on performance criteria relating to the financial and/or operational performance of our business, as described above, and the remaining 10% of each NEO’s award is determined based on his or her personal performance relative to specific individual strategic goals. These goals are established early in the year and reviewed and approved by the Committee. Each NEO’s performance relative to his or her individual goals is evaluated at the end of the year, through a process that includes personal self-assessments, as well as input and recommendations from our CEO. These evaluations are reviewed by the Committee, which performs its own assessment of the personal performance of our Executive Chairman and of our CEO and determines the amount of each NEO award.

For 2024, our NEOs’ goals focused on, among other strategic matters: growing the Company’s core business, particularly in aerospace and defense; the ongoing transformation of our business; developing great and engaging leaders; cash flow and inventory management; liquidity and capital allocation; and effective management of various risks facing our business.

Under our APP program, the Committee has expressly reserved the broad discretion to reduce or eliminate any APP award that may otherwise be payable to one or more participants, including each NEO, if any facet of ATI’s financial or operational performance issub-standard in the view of the Committee, especially in relation to the Committee’s expectations for workplace safety, the environmental impact of our business or other aspects of our annual performance with the potential to affect the sustainability of our business. This discretion, coupled with the 10% personal goal component of our APP program, provides the Committee with flexibility to implement short-term incentives in a manner that, while largely designed to drive achievement of financial performance goals, also reflects our values and other qualitative considerations that are important to our business and our stakeholders.

2024 APP Award Opportunities for NEOs

To calculate a potential award amount, the target percentage of salary for each NEO is multiplied by a formula based on performance.

Formula