### Climate-Related Governance
TCFD recommends that organizations adopting its framework provide disclosure regarding governance over climate-related risks and opportunities, including descriptions of the role that the organization's Board of Directors ("Board") plays in oversight of climate-related risks and opportunities and of management's role in assessing and managing climate-related risks and opportunities. The following provides an overview of the ATI Board's exercise of its oversight function with regard to climate change matters and of our management's role in developing and executing climate-related strategy and supporting the Board's oversight efforts.
###### Board Overview
ATI has a diverse, highly credentialed, and highly experienced Board. Our directors possess a variety of tenure, qualifications, backgrounds, skills, and experiences contributing to a Board that is well-rounded and well-positioned to effectively oversee our business and promote the interests of our stakeholders. It currently is comprised of eleven members, including four women and two people of color. Our Board routinely engages in succession planning and adds new members on an opportunistic basis when it identifies candidates whom it believes have experience, skill sets and other characteristics that will enhance the Board's effectiveness. ATI has long been a leader in promoting Board diversity; for more than a decade, our Board has been composed at least 20% of women and has included people of color. All of our directors, other than our Chair and CEO Robert S, Wetherbee and our CEO-elect, Kimberly A. Fields, are independent under applicable New York Stock Exchange and U.S. Securities and Exchange Commission standards.
###### Board Oversight
As articulated by our Corporate Governance Guidelines, our Board's core responsibility is to exercise its business judgment in good faith in what our directors reasonably believe to be the best interests of the Company and its stockholders while also recognizing that the longterm interests of ATI are advanced by considering the concerns of other constituencies, including employees, customers, suppliers and the communities in which ATI operates. Accordingly, while not involved in our day-to-day operations, our Board actively oversees matters of key importance to the overall conduct of our business, including among other matters: our financial performance and expectations; development and implementation of near-, medium-, and long-term strategies; capital structure and allocation matters impacting our corporate governance and culture; and the identification and mitigation of known and emergent enterprise risks and opportunities, including those pertaining to environmental, workforce and community, and safety and sustainability.
ATI's Board currently has delegated certain aspects of its oversight function to four standing Committees, including the: Audit and Risk Committee; Nominating and Governance Committee; Compensation and Leadership Development Committee and Technology Committee. Each Committee is comprised entirely of independent members of our Board and operates according to a committee charter that outlines the extent of its specific responsibilities and delegated authority. The Board reviews these charters and assesses committee performance relative to their articulated responsibilities at least annually.
--NEW-PAGE--
operations, performance, and prospects, including climate change and the transition to a low-carbon economy. These reviews occur at meetings conducted regularly throughout the year and as part of the Board's annual multi-day strategic planning meeting. Each of its Committees assists the Board in its broad oversight function. This approach enables the Board to better leverage the deep expertise of its various members on particular matters, provides an opportunity for targeted analysis by each Committee of matters relevant to its mandate, and in general provides for more efficient exercise of the Board's oversight responsibilities.
**Specifically, the Board's Committees assist in its climate-related oversight responsibility as follows:**
**Audit and Risk Committee: The Audit and Risk Committee assists the Board in overseeing the integrity of the Company's** financial statements, the qualifications and performance of its internal and external auditors, and the effective exercise of its compliance and risk management functions. Among other specific matters, the Audit and Risk Committee assists the full Board in its oversight of risks to the Company and its business, operations and results, associated with climate change and other environmental compliance and sustainability matters. The Committee regularly discusses with management the Company's significant risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management guidelines and policies.
**Nominating and Governance Committee: The Nominating and Governance Committee assists the Board in overseeing the** Company's corporate governance practices and profile, including as appropriate, the legal standards, prevailing recommended practices, investor views, and potential benefits and risks associated with or impacting such governance practices and profile. Among other corporate governance matters, it makes recommendations to the full Board concerning appropriate delegations of authority to the Board's various committees, and exercise of its oversight function with regard to climate change and other ESG matters through the operation of the Board's committees.
**Compensation and Leadership Development Committee: The Personnel and Compensation Committee assists the full** Board in its oversight of the Company's executive compensation and management organization matters generally. Among other specific matters, it monitors and encourages the development of intellectual capital and oversees the Company's human capital management policies and procedures. As such, the Compensation and Leadership Development Committee assists in overseeing management's efforts to mitigate any impact of climate change and resulting risks on the Company's workforce. Additionally, as part of its oversight of our executive compensation policies and practices, the Compensation and Leadership Development Committee considers, from time to time, the extent to which goals and targets related to climate change or other sustainability matters may be incorporated into the performance-driven elements of our executive compensation programs, including as part of the personal performance components of our annual short-term cash incentive program. For additional information, see the [Proxy Statement for our 2024 Annual Meeting of Stockholders.](https://s27.q4cdn.com/226628310/files/doc_downloads/2023/927640_002npsbmk.pdf)
**Technology Committee: The Technology Committee is responsible for assessing the technical capabilities of the Company** in all phases of its activities and the risks and opportunities such capabilities present in relation to corporate strategies and plans. Among other matters, it is charged with assisting the Board in identifying and analyzing significant emerging scientific, technological, and product or process-related innovations and current or emerging industry or geopolitical developments regarding the same, that could disrupt or present opportunities to the Company's overall business strategy. From a climate perspective, it is expected that the Technology Committee's work will enhance that of the Audit and Risk Committee in overseeing the impact of, and the Company's response to, the many challenges and opportunities presented by climate change and other environmental sustainability matters, including among other matters the role digital technologies play in the Company's strategies to address carbon-related risks and opportunities.
The Chair of each committee delivers a report regarding the activities and recommendations of his or her committee to the full Board at each regularly scheduled meeting of the Board.
--NEW-PAGE--
ATI's Executive Council leads executive management of the day-to-day operations of our business and works to provide our Board with the information necessary, on a timely basis, to support the effective exercise of its oversight function.
The Executive Council, which meets regularly on a formal basis (as a complement to the frequent, more informal collaboration of its members) is chaired by our Chief Executive Officer. The Executive Council also includes our Chief Operating Officer, Chief Financial Officer, Chief Human Resources Officer, Chief Digital and Information Officer, General Counsel and Chief Compliance Officer, and Chief Technology Officer. It is responsible, with the support of other members of our management team, for overseeing the identification, evaluation, and management of enterprise risk and for developing and implementing near, medium and long-term corporate strategy, including with regard to climate change. In this regard, the Council routinely considers a wide range of risks facing ATI's business, including among others the various physical and transitional risks associated with climate change, and works with other management team members (generally with an Executive Council member serving as a team sponsor) to further evaluate the anticipated impact of, and develop and execute mitigation strategies with respect to, those that are deemed to have the greatest potential impact on the Company's business, stakeholders and the communities in which it operates.
**Audit & Risk Committee**
Assists the Board in oversight of climate change and sustainability matters, broadly, including in connection with its oversight of the integrity of ATI's financial statements and operation of its compliance and risk management functions
**Compensation and Leadership Development Committee**
Assists the Board in (a) overseeing efforts to mitigate any impact of climate change on ATI's culture and workforce and (b) considering the degree to which climate change and other sustainability matters and goals should impact executive compensation
**Nominating & Governance Committee**
Assists the Board in ensuring appropriate governance structures are in place, including to facilitate appropriate Board and Committee oversight of climate change matters
**Technology Committee**
Assists the Board in evaluating ATI's technological capabilities and considering the impact of emerging technologies on the Company's business, including as they may pertain to climate change and/or the transition to a low-carbon economy
**Management** ATI's senior management is responsible for identifying, assessing and managing risks and opportunities facing the Company, including those related to climate change and/or the transition to a low-carbon economy, on a day-to-day-basis.