Atkore (ATKR) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Securities Exchange Act of 1934

(Amendment No.  )

Notice of Annual Meeting of Stockholders

AGENDA:

We are furnishing our proxy materials to all of our stockholders over the Internet rather than in paper form. We believe that this delivery process lowers the costs of printing and distributing our proxy materials and reduces our environmental impact, without reducing our stockholders' timely access to this important information. Accordingly, stockholders of record at the close of business on December 6, 2021 will receive a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and may vote at the Annual Meeting of Stockholders. Such stockholders will also receive notice of any postponements or adjournments of the meeting. The Notice of Internet Availability is being distributed to stockholders on or about December 10, 2021.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are pleased to provide access to our proxy materials over the Internet to all of our stockholders rather than in paper form. Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") has been mailed to our stockholders on or about December 10, 2021. Stockholders will have the ability to access the proxy materials on the websites listed above, or to request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. By furnishing a Notice of Internet Availability and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual meeting.

The Notice of Internet Availability also provides instructions on how you may request that we send future proxy materials to you electronically by electronic mail or in printed form by mail. If you choose to receive future proxy materials by electronic mail, you will receive an electronic mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by electronic mail or in printed form by mail will remain in effect until you terminate it. We encourage you to choose to receive future proxy materials by electronic mail, which will allow us to provide you with the information you need in a more timely manner, will save us the cost of printing and mailing documents to you and will conserve natural resources.

THIS SUMMARY HIGHLIGHTS INFORMATION YOU WILL FIND IN THIS PROXY STATEMENT. AS IT IS ONLY A SUMMARY, PLEASE REVIEW THE COMPLETE PROXY STATEMENT BEFORE YOU VOTE.

In this Proxy Statement, “we,” “our,” “us,” “Atkore” and the “Company” refer to Atkore, Inc., formerly known as Atkore International Group Inc.. a Delaware corporation; “Annual Meeting” refers to the 2022 Annual Meeting of Stockholders. The board of directors (the "board") of Atkore first made this Proxy Statement and form of proxy card available to stockholders on or about December 10, 2021.

Good Corporate Governance Practices

Fiscal year 2021 was a record year, as illustrated by the following financial metrics:

Executive Compensation Highlights

Our executive compensation program is aligned with our business strategy and is designed to drive sustainable results, encourage executive retention, and align executive and stockholder interests.

Key features of our Executive Compensation Program:

Atkore Is Committed to Good Corporate Governance and Building Better Together

Building Better Together encompasses our commitment to our stockholders, employees, customers, suppliers, stockholders, and communities to develop innovative products and achieve breakthrough results. We strive to strengthen the accountability and integrity of our Board and management to build public trust, and our corporate governance practices and policies promote the long-term interests of our stockholders, employees and the communities we operate in. The Board regularly reviews developments in corporate governance and updates its practices and governance materials as it deems necessary and appropriate.

Environment, Social and Governance

Atkore’s commitment to responsible and sustainable business practices is deeply ingrained throughout our company and reflected in the Atkore Business System fundamentals of Strategy, People, and Process. On our journey to Build Better Together, we seek a balance between profitability and protection of all stakeholders, while reducing our impact on climate and the environment. Our focus is on maintaining an organization that provides opportunities for all employees, maintains the highest standards of integrity and exemplary corporate governance, and supports the communities our employees call home. We believe doing the right things for our stakeholders will result in continuing business success.

The following is summary of our ESG initiatives. To learn more, view our Sustainability Report at https://investors.atkore.com/environment-social-and-governance/overview.

Atkore seeks to comply with all applicable environmental, health and safety laws, including those governing air emissions, hazardous waste management and wastewater discharges. We view sustainability as critical to the strength, safety and longevity of our business. We drive continuous improvement in safety and environmental performance standards through Atkore’s Safety and Environment Management System (SEMS), with which all employees, contractors and visitors are required to comply. Today, each of our sites monitor safety performance on a routine basis as part of SEMS.

Atkore is deeply committed to improvements in energy performance across our manufacturing sites and office buildings. Through our ongoing partnership with ENERGY STAR® and internal initiatives, we take action to use natural resources responsibly, reduce waste, preserve water, and decrease our energy use and GHG emissions.

Our products also provide an opportunity for Atkore to contribute to mitigating climate impacts. We continue to increase product offerings that support a lower-carbon economy, such as our solar support solutions and lighter-weight, durable conduit products.

We strongly believe that supporting a diverse, equitable and inclusive workplace fosters a culture of openness and is key to achieving our business strategy. Our DEI philosophy helps create a workplace that is welcoming to all and represents diversity of thought, backgrounds and personal experiences, which unlocks an employee’s individual potential and Atkore’s organizational potential. We regularly evaluate our progress on DEI, from the factory floor to the executive team. Our DEI Steering Committee leads many of our programs and internal efforts, evaluating how we can continue to improve and create a more inclusive culture. Atkore’s DEI calendar helps us celebrate the diversity of our employees and communities. In 2021, we launched unconscious bias training for salaried employees and introduced DEI topics into our onboarding and immersion program, reflecting our ambition to embed equity and inclusion across our business. Atkore employees are also required to complete anti-harassment training.

Nothing is more important than the safety and well-being of our employees. In 2021, we launched a company wide "Let’s Make It Home" safety brand to reinforce our commitment to working safely, bringing your authentic self to work, and getting home to our families and loved ones.

Atkore is committed to supporting human rights and fair labor practices for our employees, suppliers, contractors, business partners and in the communities where we operate. We will not tolerate human rights abuses of any kind, including human trafficking, child labor or incidents of corruption within our company or supply chain. Our Human Rights Policy defines our dedication to protecting human rights, is informed by our core values and is aligned with national and international principles of human rights.

Strong data privacy and cybersecurity measures are a business imperative. Our Board of Directors plays an important oversight role and reviews cybersecurity measures quarterly. Atkore has implemented many policies and procedures to safeguard our business against digital attacks, including multi-factor authentication, third-party tools, a crisis playbook and mandatory, monthly employee training and testing. Within our IT department, we have a dedicated team responsible for cyber security. We have also developed a cyber-dashboard and three-year roadmap informed by the Center for Internet Security framework to guide our short-and-long-term initiatives. As the cybersecurity landscape continues to evolve, Atkore will strengthen policies, procedures and resources accordingly.

Throughout the pandemic, Atkore’s foremost priority has been keeping our employees safe. In addition to enhanced safety protocols in all of our facilities, we sponsored on-site vaccination programs to help employees and their family members receive the COVID-19 vaccine. Atkore has played an important role in the global pandemic response, providing emergency and rush production shipments of metal framing and electrical products to support the construction of medical facilities in the United States and around the world. For example, our products helped convert convention centers in Illinois and London into temporary hospitals and create a pop-up health facility in Westbury, New York.

We will continue to put safety first in all of our operations.

Director Independence

Our board determined, after considering all of the relevant facts and circumstances, that all members of the board, with the exception of Mr. Waltz, are “independent” as defined under NYSE and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) rules and regulations. This means that none of the independent directors have any direct or indirect material relationships with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with Atkore.

Board Leadership Structure

Our board is led by our non-executive Chairman, Mr. Michael V. Schrock. As stated in our Corporate Governance Guidelines, the board has no policy with respect to the separation of the offices of Chairman of the board and CEO. The board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Company at a given point in time. The board believes this governance structure currently promotes a balance between the board’s independent authority to oversee our business and the CEO and his management team who manage the business on a day-to-day basis. If the board chooses to combine the offices of Chairman and CEO in the future, a lead director will be appointed annually by the independent directors. The board expects to periodically review its leadership structure to ensure that it continues to meet our needs.

Our board held four meetings during the fiscal year ended September 30, 2021. Each of our directors attended at least 75% of the total number of meetings of the board and any committees during the period in which he or she was a director or a member of any committee, as applicable.

Directors are required to attend our annual meetings. All board members who served as members of the board at the time of the 2021 Annual Meeting of Stockholders attended last year’s annual meeting, which, due to the Covid-19 pandemic, was held virtually.

Annual Evaluation of the Board, Directors and Committees

The board evaluates the performance of the board of directors as a whole, each director and each committee on an annual basis. The evaluation is conducted through a survey where each director records his or her views anonymously on board and committee performance, including the Company’s performance as relates to board activities. The entire board reviews the results of the survey and determines what, if any, actions should be taken in the upcoming year to improve its effectiveness, and the effectiveness of each committee. The evaluation also includes a component, coordinated by the Chairman of the board, relating to individual director performance, CEO priorities and improvements for the board and the Company in the coming year.

Any stockholder or interested party who wishes to communicate with our board as a whole, the independent directors, or any individual member of the board or any committee of the board may write to or email the Company at: Atkore Inc., c/o Corporate Secretary (Legal Department), 16100 South Lathrop Avenue, Harvey, Illinois, 60426 or BoardofDirectors@atkore.com.

The board has designated the Company’s Corporate Secretary as its agent to receive and review written communications addressed to the board, any of its committees, or any board member or group of members. The Corporate Secretary may communicate with the sender for any clarification. In addition, the Corporate Secretary will promptly forward to the Chairperson of the Audit Committee any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Corporate Secretary to be potentially material to the Company. As an initial matter, the Corporate Secretary will determine whether the communication is a proper communication for the board. The Corporate Secretary will not forward to the board, any committee or any director communications of a personal nature or not related to the duties and responsibilities of the board, including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Corporate Secretary to be immaterial to the Company.

Separately, the Audit Committee has established a whistleblower policy for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by associates of the Company of concerns regarding questionable accounting or auditing matters.

Under our Certificate of Incorporation, the number of members on our board may be fixed by resolution adopted from time to time by the board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Our board is currently composed of nine members. Our currently applicable Certificate of Incorporation and By-laws provide for a classified board of directors until this year's Annual Meeting. At the 2019 Annual Meeting of Stockholders, our stockholders approved the management proposal to declassify the board, beginning at the 2020 Annual Meeting. As a result, we will now have a fully declassified board starting at this year's Annual Meeting.

Under our currently applicable Certificate of Incorporation and By-laws, at each annual meeting of stockholders the successors of the directors whose term expires at that meeting are elected to hold office for a one-year term, expiring at the next annual meeting of stockholders following the year of their election. The board is therefore asking you to elect all nine nominees for director whose terms expire at the Annual Meeting. See “Proposal 1—Election of Directors” below.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors are afforded the opportunity to meet in a private session that excludes management. The committees of the board, as described more fully below, also meet regularly in executive session.

Board Committees

Each member of the board was invited to attend any committee meeting, even if he or she was not a member of that committee. During fiscal year 2021, Ms. Isbell served as Chairperson of the HR & Compensation Committee until the January 27, 2021 meeting of the Committee, at which time Mr. VanArsdale was appointed as Chairperson at the end of Ms. Isbell's five year term. Concurrent with the change in chairperson, Ms. Isbell ceased to be a member of the Executive Committee and was replaced by Mr. VanArsdale. As of July 28, 2021, Ms. Isbell ceased to be a member of the Audit Committee, but was concurrently appointed as a member of the Nominating & Governance Committee.

Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee is responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available on our website at http://investors.atkore.com/governance-documents.

The members of our Audit Committee are Ms. Johnson (Chairperson), Mr. Muse and Mr. Zeffiro. Our board has designated both Mr. Zeffiro and Ms. Johnson as an “audit committee financial expert,” and each of the members has been determined to be “financially literate” under NYSE rules. Our board has also determined that each of the members is “independent” as defined under the NYSE rules and the Exchange Act and rules and regulations promulgated thereunder; therefore, we meet the independence requirements of Rule 10A-3 under the Exchange Act or the NYSE rules. The charter of our Audit Committee states that no director may serve on the Audit Committee if such director simultaneously serves on the audit committee of more than three public companies (including the Company), unless the board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Company’s Audit Committee. As of the date of this proxy statement, none of our Audit Committee members are serving on more than three audit committees of public companies.

Human Resources & Compensation Committee

Our Human Resources & Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of our company and its subsidiaries (including the Chief Executive Officer, subject to final approval by our board), establishing the general compensation policies of our company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our company and its subsidiaries. Our Human Resources & Compensation Committee is also responsible for periodically reviewing management development and succession plans. The charter of our Human Resources & Compensation Committee is available on our website at http://investors.atkore.com/governance-documents.

The members of our Human Resources & Compensation Committee are Ms. Isbell (Chairperson until the January 27, 2021 meeting), and Messrs. VanArsdale (Chairperson effective as of the January 27, 2021 meeting), Kershaw and Zeffiro, all of whom are independent directors; therefore, the committee meets all NYSE listing requirements. The written charter of our Human Resources & Compensation Committee addresses the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Human Resources & Compensation Committee.

The Human Resources & Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers. During fiscal year 2021, the committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its senior executive officers, including the named executive officers and non-employee directors. FW Cook is a global professional services company. The Human Resources & Compensation Committee performed an assessment of FW Cook’s independence to determine whether the consultant is independent, taking into account FW Cook’s executive compensation consulting protocols to ensure consultant independence and other relevant factors. Based on that assessment, the Human Resources & Compensation Committee determined that the firm’s work has not raised any conflict of interest and the firm is independent.

Nominating and Governance Committee

Our Nominating and Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to the board for election to our board, reviewing the composition of the board and its committees, developing and recommending to the board corporate governance guidelines that are applicable to us, and overseeing board evaluations. The charter of our Nominating and Governance Committee is available on our website at http://investors.atkore.com/governance-documents.

The members of our Nominating and Governance Committee are Messrs. Muse (Chairperson), James and VanArsdale and Ms. Isbell (effective as of July 28, 2021), all of whom are independent directors; therefore, the committee meets all NYSE listing requirements. The written charter of our Nominating and Governance Committee addresses the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Nominating and Governance Committee.

Executive Committee

The Executive Committee is responsible, among its other duties and responsibilities, for assisting the board with its responsibility and, except as may be limited by law, our Certificate of Incorporation or our By-laws, to act as specifically assigned by the board between board meetings or when it is otherwise impracticable for the full board to act. The charter of our Executive Committee is available on the investor relations portion of our website at http://investors.atkore.com/governance-documents. The members of our Executive Committee are Messrs. Schrock (Chairperson), Muse, VanArsdale and Waltz and Ms. Johnson. With the election of Mr. VanArsdale as Human Resources & Compensation Committee Chairperson, he became a member of the Executive Committee beginning at the January 27, 2021 meeting, replacing Ms. Isbell.

Human Resources & Compensation Committee Interlocks and Insider Participation

During fiscal year 2021, our Human Resources & Compensation Committee was comprised of Ms. Isbell (Chairperson until the January 27, 2021 meeting), and Messrs. VanArsdale (Chairperson effective as of the January 27, 2021 meeting), Kershaw and Zeffiro. No member of our Human Resources & Compensation Committee was a former or current officer or employee of the Company or any of its subsidiaries in fiscal year 2021. In addition, during fiscal year 2021 none of our executive officers served as a director or as a member of the Human Resources & Compensation Committee of a company that had an executive officer serve as a director or as a member of our Human Resources & Compensation Committee.

Risk Oversight

Our board as a whole has responsibility for overseeing our risk management. The board exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the board about the identification and assessment of key risks and our risk mitigation strategies. The full board has primary responsibility for evaluating strategic and operational risk management, and succession planning. The full board also receives an update on cyber-related activities at each board meeting and has not delegated responsibility for evaluating cyber security risks to any committee. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, including oversight on compliance related to legal and regulatory exposure and meets regularly with our chief legal and compliance officers. Our Human Resources & Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Audit Committee and Human Resources & Compensation Committee provide reports to the full board regarding these and other matters. The Nominating & Governance Committee has oversight responsibility for many ESG matters.

Selection of Nominees for Election to the Board

Our Corporate Governance Guidelines provide that the Nominating and Governance Committee will identify and recommend that the board select board candidates who the Nominating and Governance Committee believes are qualified and suitable to become members of the board consistent with the criteria for selection of new directors adopted from time to time by the board. The Nominating and Governance Committee considers the board’s current composition, including expertise, diversity, and balance of inside, outside and independent directors. The Nominating and Governance Committee also considers the general qualifications of the potential nominees, such as strong values and discipline, high ethical standards, a commitment to full board participation on the board and its committees, and relevant career experience, along with other skills and characteristics that meet the current needs of the board, including the ability to exercise sound, mature and independent business judgment in the best interests of the stockholders as a whole; a background and experience with manufacturing, operations, finance or marketing or other functions or fields which will complement the talents of the other board members; public company experience; ability to work professionally and effectively with other board members and the Company’s management; availability to remain on the board long enough to make an effective contribution; satisfaction of applicable independence standards; and absence of material relationships with competitors or other third parties that could present realistic possibilities of conflict of interest or legal issues.

In identifying candidates for election to the board, the Nominating and Governance Committee considers nominees recommended by directors, stockholders and other sources. The Nominating and Governance Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Governance Committee would recommend the candidate for consideration by the full board. The Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

The Nominating and Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the board for consideration by the Nominating and Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: Atkore Inc., c/o Corporate Secretary (Legal Department), 16100 South Lathrop Avenue, Harvey, Illinois, 60426. Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the board. Our currently applicable By-laws set forth the requirements for direct nomination by a stockholder of persons for election to the board.

Director Skills and Attributes

Our Board members offer a diverse range of knowledge, skills, experiences and attributes relevant to our business and industry. The following is a summary of director skills, core competencies and attributes.

Director Compensation

Our non-employee directors are paid an annual retainer fee of $90,000, which is paid on a quarterly basis as of the beginning of the "Board Calendar" year, which begins as of the date of the annual meeting of stockholders each year. In addition, the chairperson of the board receives an additional cash retainer of $100,000, the chairperson of the Audit Committee receives an additional annual cash retainer of $20,000, the chairperson of the Human Resources & Compensation Committee receives an additional annual cash retainer of $15,000 and the chairperson of the Nominating and Governance Committee receives an additional annual cash retainer of $10,000.

Beginning with the 2020 Board Calendar year, which began on the date of the 2020 Annual Meeting of Stockholders, we changed the compensation of our non-employee directors by replacing the prior policy of one-time grants of restricted stock units ("RSUs") with an annual equity award of RSUs with a value at the time of grant equal to $120,000. RSUs will generally be subject to a one-year vesting schedule based on the director’s continued service. Beginning with the 2022 Board Calendar Year, the annual equity award of RSUs will be increased to $140,000.

The board has adopted stock ownership guidelines for its members. The board believes that setting these ownership guidelines will enhance directors’ alignment with other stockholders. The Committee expects that these ownership guidelines will be met over time and intends to review director stock ownership levels on an annual basis, but has not yet adopted any specific time frame for directors to meet the ownership guidelines.

Under the ownership guidelines, members of the board are expected to hold stock valued at five times the annual cash retainer. The annual cash retainer is currently set at $90,000, resulting in a current expectation to hold stock valued at $450,000.

Until a director meets the stock ownership requirements set forth above, he or she must retain a specified percentage of after-tax “net profit shares” realized from the vesting of RSUs. Net profit shares are calculated after payment of the stock option exercise price and using the maximum marginal federal, state and local employment and income tax rates. The percentages of the net profit shares required to be retained are as follows:

The compensation paid to our non-employee directors quantified in the table below reflects payments and grants made by the Company during fiscal year 2021.

2021 DIRECTOR NOMINEES

The board has nominated the following 9 individuals, all of whom are currently serving on our board, for election at the Annual Meeting to serve as directors until the 2023 Annual Meeting and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Each nominee was nominated by the Board on the recommendation of the Nominating & Governance Committee. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills and whether he or she meets the applicable independence standards. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a director. In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our board may determine.

Set forth on the following pages is biographical information, as well as background information, relating to each nominee’s and continuing director’s business experience, qualifications, attributes and skills and why the board and Nominating and Governance Committee believe each individual is a valuable member of the board. The respective age of each individual below is as of December 6, 2021.

REQUIRED VOTE

The nominees for director will be elected by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. In accordance with our currently applicable By-laws, stockholders do not have the right to cumulate their votes for the election of directors. An abstention will have the effect of a vote against the proposal. Broker non-votes are not treated as entitled to vote and will have no effect on the outcome of this proposal.

JERI L. ISBELL

Ms. Isbell became a director in 2015. Until her retirement in December 2016, Ms. Isbell was the Vice President of Human Resources and Corporate Communications for Lexmark International, Inc., a manufacturer of imaging and output technology and provider of enterprise services, a position she held since February 2003. Prior to that, Ms. Isbell held a number of leadership positions at Lexmark, including Vice President, Compensation and Employee Programs and Vice President, Finance and U.S. Controller. Prior to joining Lexmark in 1991, Ms. Isbell held various positions at IBM. Ms. Isbell is a director of SiteOne Landscape Supply Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant, a National Association of Corporate Directors Board Leadership Fellow, NACD Directorship Certified and was selected as a 2021 NACD Directorship 100.

Qualifications: Ms. Isbell's human resources and communications leadership positions provide our board with insight into key issues and market practices in these areas for public companies.

WILBERT W. JAMES, JR.

Mr. James became a director in 2017. Mr. James was the President of Toyota Motor Manufacturing of Kentucky, Inc. (TMMK) from June 2010 through December 2017, which included Toyota's largest manufacturing plant in the world. Prior to becoming President, Mr. James worked in various positions within Toyota Motor's U.S. operations for 23 additional years. Mr. James is a director of Columbia Forest Products, and Cornerstone Building Brands. He holds a B.S. in Mechanical Engineering Technology from Old Dominion University.

Qualifications: Mr. James' experience in manufacturing and operations, with a significant focus in lean manufacturing, helps provide the board with insight into various operational, financial and strategic issues the Company encounters.

BETTY R. JOHNSON

Ms. Johnson became a director in August 2018. Ms. Johnson is the Senior Vice President and Chief Financial Officer (and was Treasurer until late 2020) of MYR Group Inc., a publicly traded, North American electrical contractor specializing in transmission, distribution, substation, commercial and industrial construction. Prior to MYR Group, Ms. Johnson held various executive positions within manufacturing and construction industries, including chief financial officer roles at Faith Technologies, Inc., Sloan Valve Company, and Block and Company, Inc. In addition, Ms. Johnson has eleven years of audit experience for construction, financial services, and manufacture and distribution industries during her tenure at Deloitte and Touche. Ms. Johnson previously served on the MYR Group board of directors from 2007 to 2015 before joining the company’s executive leadership team. Ms. Johnson earned a bachelor’s degree in business administration from Loyola University, Chicago and is a certified public accountant.

Qualifications: Ms. Johnson brings both financial expertise and more than twenty years' experience with electrical contractors to our board.

JUSTIN P. KERSHAW

Mr. Kershaw became a director in 2017. Mr. Kershaw is the Corporate Vice President and Chief Information Officer of Cargill, Incorporated, a leading provider of food, agricultural, financial and industrial products. Prior to Cargill, he was the Senior Vice President and CIO at the Industrial Sector of Eaton Corporation. Earlier, while the CIO of W.L. Gore and Associates, he also served as an original member of the State of Delaware’s Information Technology Investment Council. Mr Kershaw serves as a Board Advisor to the University of Minnesota's Carlson School of Data and Information Sciences and as the Cybersecurity Chairperson of the North American Meat Institute ("NAMI"). He holds a B.A. in Economics from LaSalle University.
 
Qualifications: Mr. Kershaw’s global work experience in the broad technology sector provides the board with insight into various international operational, technology and strategic issues the Company encounters.

SCOTT H. MUSE

Mr. Muse became a director in 2015. From 2002 until he retired in 2014, Mr. Muse served as President of Hubbell Lighting Inc., a leading manufacturer of lighting fixtures and controls, and Group Vice President of Hubbell Inc., the parent company of Hubbell Lighting, an international manufacturer of electrical and electronic products for non-residential and residential construction, industrial and utility applications. Prior to that, Mr. Muse was President and Chief Executive Officer of Lighting Corporation of America from 2000 to 2002 and President of Progress Lighting from 1993 to 2000. Additionally, he held leadership and management positions at Thomas Industries, American Electric and Thomas & Betts. Mr. Muse began his career in the electrical manufacturing industry in 1979. Mr. Muse holds a B.S. in Business Administration from Georgia Southern University.
 
Qualifications: Mr. Muse’s extensive knowledge and experience in business, leadership, sales, marketing and operations management provide our board with insight into the challenges and opportunities in the electrical manufacturing sector.

MICHAEL V. SCHROCK

Mr. Schrock became a director in May 2018 and has served as Chairman of our board of directors since August 2018. Mr. Schrock is a senior operating advisor of Oak Hill Capital Partners. He retired in 2013 from Pentair LLC, a global water, fluid, thermal management, and equipment protection company.  Mr. Schrock began his Pentair career in 1998, where he most recently served as President and Chief Operating Officer, beginning in 2006.  His other roles at Pentair included President of Water Technologies Americas and President of the Pump and Pool Group and President and COO of Pentair Technical Products.  Prior to joining Pentair, Mr. Schrock held numerous senior leadership positions at Honeywell International Inc.  He currently serves on the board of directors of Plexus Corporation and SafeFleet Corporation (private), as well as serving on the Board of Governors of the St. Thomas School of Engineering. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from the Kellogg School at Northwestern University.

Qualifications: Mr. Schrock brings more than forty years of experience in the electrical industry and more than a dozen years of experience on public company boards, including service as a lead director, to our board.

WILLIAM R. VANARSDALE

Mr. VanArsdale became a director in 2015. From 2004 until his retirement on August 1, 2015, Mr. VanArsdale served as Group President of Eaton Corporation plc, a diversified power management company, where he led the hydraulics, filtration and golf grip business units. From 2001 to 2004, Mr. VanArsdale was President of Electrical Components Operation at Eaton, where he was also Operations Vice President of Global Sales and Service from 1999 to 2001. Prior to that, he spent 12 years in various leadership roles at Rockwell Automation and Siemens Automation. Mr. VanArsdale currently serves as a director of SunSource Holdings, Inc. and he holds a B.S. in Electrical Engineering from Villanova University.
 
Qualifications: Mr. VanArsdale’s broad operations, sales and leadership experience in the manufacturing sector provide our board with insight into challenges and opportunities for the manufacturing sector.

WILLIAM E. WALTZ, JR.

Mr. Waltz became a director and the President and Chief Executive Officer of Atkore Inc. in 2018. Prior to that, he served in several other Company executive roles, including Chief Operating Officer and Group President of the Atkore Electrical division. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc. Prior to that, he spent 15 years in various divisions of Pentair plc, including President-Pentair Flow Technologies. Mr. Waltz began his career at General Electric Company and as a Deloitte management consultant. Mr. Waltz earned a Masters of Business Administration from Northwestern University, Kellogg Graduate School of Management, a Masters of Science in Computer Science from Villanova University, a Bachelor of Science in Industrial Engineering from Pennsylvania State University, and was a graduate of General Electric’s Information Systems Management Program. In addition to serving on Atkore’s board of directors, Mr. Waltz serves as a Director of Quanex Building Products Corporation (NYSE: NX) and a Governor for the National Electrical Manufacturers Association ("NEMA").

Qualifications: Mr. Waltz's intimate knowledge of the Company's day-to-day operations as President and Chief Executive Officer and his significant prior experience in the Company's industry qualify him to serve on our board of directors.

A. MARK ZEFFIRO

Mr. Zeffiro became a director in 2015. Mr. Zeffiro joined Brooks International in 2021 as a Managing Partner of this management services firm, specializing in the design, acceleration and execution of its client's strategic imperatives. Prior to Brooks International, he was the President and Chief Executive Officer at Horizon Global Corporation, a designer, manufacturer and distributor of custom-engineered towing, trailering, cargo management products and accessories, until May of 2018. In July 2015, Horizon Global was formed as a stand-alone, publicly traded company from a division of TriMas Corporation, where Mr. Zeffiro was Group President. Prior to that, Mr. Zeffiro spent seven years as the Chief Financial Officer at TriMas with responsibility for investor relations, financial planning, external reporting, business analysis, treasury, tax and corporate capital. Mr. Zeffiro also spent four years at Black and Decker Corporation as Vice President of Finance for Global Consumer Products Group and Vice President of Finance for the U.S. Consumer Products Group. Mr. Zeffiro began his career at General Electric Company, where he held roles of progressive responsibility during his 15-year tenure, culminating in the position of Chief Financial Officer of the Americas and Global Imaging Equipment division within the GE Medical Systems Group. Mr. Zeffiro earned a B.S. in Quantitative Analytics from Bentley College.

 

Qualifications: Mr. Zeffiro’s leadership positions provide our board with insight into improving financial and operational performance at public companies.

The following pages set forth certain information concerning our executive officers as of December 6, 2021.

WILLIAM E. WALTZ, JR.

Mr. Waltz. became a director and the President and Chief Executive Officer of Atkore Inc. in 2018. Prior to that, he served in several other Company executive roles, including Chief Operating Officer and Group President of the Atkore Electrical division. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc. Prior to that, he spent 15 years in various divisions of Pentair plc, including President-Pentair Flow Technologies. Mr. Waltz began his career at General Electric Company and as a Deloitte Management consultant. Mr. Waltz earned a Masters of Business Administration from Northwestern University, Kellogg Graduate School of Management, a Masters of Science in Computer Science from Villanova University, a Bachelor of Science in Industrial Engineering from Pennsylvania State University, and was a graduate of General Electric’s Information Systems Management Program. In addition to serving on Atkore’s board of directors, Mr. Waltz serves as a Director of Quanex Building Products Corporation (NYSE: NX) and a Governor for the National Electrical Manufacturers Association ("NEMA").

DAVID P. JOHNSON

Mr. Johnson has served as Atkore as Vice President and Chief Financial Officer since August 2018 and as the Company's Chief Accounting Officer since January 2019. He has more than thirty years’ experience in strategic and financial planning, risk assessment, mergers & acquisitions, global tax strategies, international operations, and internal controls. Most recently, Mr. Johnson was Vice President-Finance & Operations for the Electrical Sector business at Eaton Corporation, where he was responsible for sector financial planning, analysis and reporting, compliance, credit and collections and government accounting, as well as global purchasing, manufacturing strategies, logistics and distribution. Prior to that, Mr. Johnson was Vice President-Finance and Planning for the Americas Region (Eaton Electrical) where he was responsible for reporting, planning, acquisitions, and implementing common financial policies and reporting across numerous recently acquired businesses. During his twenty-four year tenure at Eaton, Mr. Johnson held other roles of progressive responsibilities, including Plant Controller, Division Controller, Director of Finance & Business Development, Vice President Finance & Business Development, and Vice President Finance & Planning-Europe, Middle East and Asia. Mr. Johnson began his career at Westinghouse Electric Corporation, where he held various accounting and analytical financial roles. Mr. Johnson earned a B.S. in Finance from Indiana University of Pennsylvania and an M.B.A. from Duquesne University.

DANIEL S. KELLY

Mr. Kelly has served as our Vice President, General Counsel and Corporate Secretary since September 2013. Prior to joining Atkore, he spent 20 years working in strategic legal roles within ITT Corporation and its spinoff, Xylem, Inc., which manufactures equipment that transports, treats and tests water and wastewater. From 2011 to 2013, Mr. Kelly served as Deputy General Counsel and acting General Counsel of Xylem, Inc. From 2010 to 2011, he was Vice President and General Counsel at ITT Fluid and Motion Control, covering ITT’s commercial business worldwide and from 2008 to 2010 served as Vice President and General Counsel at ITT Defense Electronics & Services. Mr. Kelly also spent three years at ITT headquarters as Deputy General Counsel, Director Field Legal Support. Mr. Kelly earned a B.S. from Georgetown University and a J.D. from Loyola University Chicago School of Law.

MARK F. LAMPS

Mr. Lamps was promoted to his current position of Group President, Security & Infrastructure in March 2019 with responsibility for products and services that frame, support and secure component parts in a broad range of structures, equipment and systems for electrical, industrial and construction applications. Mr. Lamps joined the Company in October 2018 as Vice President-Business Development & Strategy. Prior to that, Mr. Lamps was Vice President-Technology for nVent LLC, where he was responsible for leading new product development and digitization activities. Prior to that, Mr. Lamps held numerous leadership roles during his 23-year tenure at Pentair, LLC, including Vice President-Technology, Product Management and Strategy for Pentair Electrical; Vice President & General Manager-Pentair Equipment Protection, in addition to residing in China during a four-year international assignment as Vice President & General Manager for Pentair Technical Products-APAC. Mr. Lamps also held engineering positions at General Motors Corporation, after initially starting his career at Accenture. Mr. Lamps earned a Master of Business Administration from Kellogg Graduate School of Management at Northwestern University, as well as a Master of Science in Manufacturing Systems Engineering and a Bachelor of Science in Mechanical Engineering from Stanford University.

JOHN W. PREGENZER

Mr. Pregenzer was promoted to his current position as President, Electrical in October 2020. Prior to that, Mr. Pregenzer was promoted in September 2018 to the position of President for the Conduit & Fittings business unit. Previously, Mr. Pregenzer was Vice President and General Manager of the Plastic Pipe and Conduit strategic business unit, a position he held since joining Atkore in July 2015. Mr. Pregenzer has spent the majority of his career in executive sales, marketing, and operations positions with Georg Fischer AG, a Swiss based industrial products manufacturer. During his tenure, Mr. Pregenzer held positions of President and Managing Director for Georg Fischer Piping Systems LLC and Georg Fischer Sloane, Inc., in addition to positions of Director of Marketing, Director of Product Management, and Regional Sales Manager. Prior to that, Mr. Pregenzer worked in specialized industrial distribution and mechanical contracting businesses. Mr. Pregenzer earned a Master of Business Administration from the University of Southern California, Marshall School of Business and a Bachelors of Accountancy from the University of San Diego. He also received a Certificate in Strategic Management from IMD Business School in Switzerland.

LeANGELA (ANGEL) W. LOWE

Mrs. Lowe was promoted to her current role as Vice President, Global Human Resources in June 2019 with responsibility for talent acquisition and development, onboarding and immersion, leadership training, employee development, employee and labor relations, payroll as well as compensation and benefit programs. Since 2016, Mrs. Lowe served as Vice President-Group Human Resources, where she was responsible for driving human resources alignment and synergies among Electrical Raceway and Mechanical Products & Solutions businesses. Prior to that, Mrs. Lowe served as Vice President-Electrical Raceway business and Vice President, Human Resources-Conduit & Fittings business after initially joining the company in 2014 as Vice President-Human Resources for the Plastic Pipe and Conduit strategic business unit. Prior to Atkore, Mrs. Lowe held human resources roles with progressive responsibilities at Trinity Industries, Parker Hannifin Corporation and Reckitt Benckiser, where she was a strategic business partner tasked with enhancing the capability, diversity, culture and organizational structure, which drove productivity, customer service and overall profitability. Mrs. Lowe began her career in finance and accounting roles at International Paper Company. She holds a Bachelor of Business Administration degree in Finance from Mississippi College.

The Compensation Discussion and Analysis section discusses and analyzes the executive compensation program for our named executive officers for fiscal year 2021. We refer to these individuals below collectively as the “named executive officers,” or “NEOs.”

Executive Summary

Our executive compensation programs are designed to reward performance by our executives and align the interests of our executives with those of our stockholders. In fiscal year 2021, our annual incentive awards for our NEOs were based on the Company’s achievement of financial objectives related to its base business operations and the NEOs’ individual performances, and half of our long-term incentive award is linked to cumulative net income and relative total stockholder return results over a three-year performance period.

The Human Resources & Compensation Committee (the "Committee") continually reviews the compensation programs for our NEOs to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. We believe that our compensation programs align the compensation of our executives with the interests of our stockholders while managing compensation risk, including through stock ownership guidelines, an independent Human Resources & Compensation Committee and the use of an independent compensation consultant.

Compensation during fiscal year 2021 was directly tied to our strong performance during the year.

Fiscal Year 2021 Business Results

Atkore achieved record financial results for the fiscal year ended September 30, 2021. The Company delivered these results despite global economic volatility and demand weakness in non-residential construction. Through decisive actions and strong operational execution, the Company delivered the following value-creating results:

Atkore’s increase in net sales in fiscal 2021 is primarily attributed to increased average selling prices of $977.9 million, which were mostly driven by the plastic pipe and conduit category within the Electrical segment and increased net sales of $79.1 million due to the acquisitions of Queen City Plastics and FRE Composites Group. The increase in earnings was largely due to higher average selling prices in relation to changes in input costs, operational efficiencies and contributions from recent acquisitions. Pricing for PVC products, as well as other parts of the business, are expected to return to more normal historical levels over time, but that time is uncertain. For a more in depth review of our performance see the Management Discussion & Analysis section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

Fiscal Year 2021 Compensation Actions

During fiscal year 2021, the Company took the following key compensation actions:

Compensation Overview and Philosophy

The purpose of our compensation program is to motivate employees to create long-term stockholder value in exchange for meaningful financial rewards. The program supports the attraction, retention and motivation of talented employees who are committed to delivering the levels of quantitative and qualitative performance that we require, as discussed below.

This pay-for-performance model includes a total compensation package consisting of base salary, short and long-term incentives. Total compensation for our NEOs is targeted to provide compensation at the median of the business markets in which we participate. Our compensation program also allows for above or below median total compensation when justified by individual and Company results. We also provide benefits that are intended to be at substantially the same levels as the companies with which we compete for talent.

Five key principles guide the philosophy of our compensation programs for all of our employees, including our named executive officers: 

Compensation Strategy

Compensation is intended to reward employees to exert discretionary effort, apply appropriate risk analysis in decision-making, and continuously improve the performance of the business. A substantial amount of executive compensation is variable and tied to the achievement of both annual and long-term incentive plan goals. To support our pay-for-performance philosophy, performance is evaluated as follows:

Total compensation is targeted at the median of comparable market data. As with our compensation philosophy generally, this strategy is intended to evolve with the business but consistently includes the following elements:

An annual performance management process is used to establish individual goals and objectives, including for our named executive officers. Managers are required to jointly develop these individual goals and objectives with employees to ensure understanding of and accountability for the desired business results.

Best Practices in Compensation Governance

Highlighted below are the key features of our executive compensation program, including the pay practices that we have implemented to drive sustainable results, encourage executive retention and align executive and stockholder interests.

Process for Setting Executive Compensation

The Committee is responsible for reviewing and approving the compensation of our named executive officers and other senior management (other than the CEO) as recommended by the CEO. The Chairman of the board and the Committee evaluate the CEO’s performance and, based upon the results of this performance evaluation, make a recommendation to the full board to determine the CEO’s compensation.

The Committee’s annual process considers our financial performance and total stockholder return, as well as the relative performance of the executive officers throughout the fiscal year. The timing of these determinations is set in order to enable the Committee to examine and consider our financial performance, as well as the relative performance of the executive officers, during the previous fiscal year in establishing the upcoming fiscal year’s compensation and performance goals. Throughout this process, the Committee receives input from members of management. In addition, during fiscal year 2021, the Committee engaged FW Cook as its executive and non-employee director compensation consultant to provide advice on an ongoing basis as to these matters.

At our 2021 Annual Meeting of Stockholders, 97% of the votes cast on the advisory "say-on-pay" resolution were voted in favor of the compensation of our NEOs for fiscal year 2020, as disclosed in our 2020 proxy statement. The Committee considers the results of our "say-on-pay" advisory votes in connection with the design of the Company's executive compensation program, and viewed the result of the fiscal year 2020 advisory vote as supportive of our compensation philosophy. In light of these results, for fiscal year 2021, the Committee did not make any significant changes to our executive compensation programs.

The Committee regularly reviews the compensation program design for alignment with our evolving business strategy, market practices and human resource objectives and in consideration of stockholder input. Based on this year's review, the Committee made no changes to our annual incentive and long-term incentive plan design for fiscal year 2021. See page 29 for annual incentive plan and page 32 for long-term incentive plan changes.

The Role of Management

The CEO recommends to the Committee compensation packages for executives who report directly to him, including the named executive officers other than himself. The Vice President of Global Human Resources also provides input to the CEO and to the Committee on compensation for each of the executives other than herself. In fiscal year 2021, prior to each Committee meeting, the CEO and the Vice President of Global Human Resources were primarily responsible for preparing the materials that management presented to the Committee.

Use of Compensation Consultants and Peer Group

The Committee’s charter provides that it may retain advisors, including compensation consultants, in its sole discretion. During fiscal year 2021, the Committee continued to use the services of FW Cook to assist our Committee with the analysis and development of our compensation arrangements and to provide recommendations with respect to these and similar matters. As part of its engagement, FW Cook developed a peer group against which to conduct benchmarking analysis as and when necessary or appropriate. In developing the peer group, FW Cook reviewed revenue and market capitalization size; similarity of industry or products; and entities that we considered to be peers. Atkore’s revenue approximates the median to 75th percentile and our market capitalization was near the median. The peer group developed by FW Cook and approved by our Committee for use in setting fiscal year 2021 target compensation consists of the following companies:

In April 2021, the Committee approved changes to the compensation peer group. Four companies were removed and Four were added with these changes intended to reflect Atkore’s anticipated growth from approximately $1.8 billion in revenues to nearly $3 billion in FY21. This level of revenue is expected to be sustained if not exceeded in fiscal year 2022 and beyond.

Elements of Compensation

For fiscal year 2021, the principal components of compensation for our named executive officers were the following, each as described in greater detail below:

During fiscal year 2021, and as described in greater detail below, FW Cook benchmarked the target total direct compensation (consisting of base salary, target bonus opportunity and value of long-term incentive grants) of the named executive officers at the median of the peer group, with the intention that the total direct compensation of these named executive officers generally would be set at amounts that are in the market median range. It was the Committee’s judgment that setting compensation levels at the median levels of the peer group would create an appropriate level of retention and incentive for the management team. Individual executives’ target total direct compensation could vary above or below the median level of the peer group due to an executive’s skills, experience in current role and individual performance.

Base Salary

Base salary represents the fixed portion of our named executive officers’ total compensation. Although the Committee believes that a substantial portion of each executive officer’s total compensation should be “at risk,” the Committee also recognizes the importance of setting base salaries at levels that will attract, retain and motivate top talent. In setting annual base salary levels, the Committee considers competitive practice, individual performance and time in position, internal pay equity, and the impact on our selling, general and administrative expenses. In fiscal year 2020, decisions regarding executive salaries were determined primarily by a review of salary data using peer group data prepared by FW Cook.

Annual Incentive Plan Compensation

We currently maintain the AIP, which is intended to retain and motivate our executive officers and certain other key employees by providing them with an opportunity to earn cash incentives based on our attainment of certain specified performance goals. The AIP is administered by our Committee, which selects those of our employees who will participate in the AIP and establishes the applicable performance goals.

For fiscal year 2021, the financial metrics applicable to the named executive officers were weighted as follows:

For fiscal year 2021, the Committee considered the following factors in determining the PPF component for our named executive officers under the AIP: (i) input from the CEO; (ii) personal observation of performance; and (iii) the named executive officer’s achievement of individual objectives, which included cost management, strategic initiatives, diversity, equity and inclusion and talent development objectives.

(1) Given individual facts and circumstances an incentive payout could be modified below 80% to 0%.

The threshold, target and maximum goals for Adjusted EBITDA and change in working capital days approved by the Committee at the beginning of fiscal year 2021 and our actual performance during the year are outlined below ($ in millions):

Atkore’s Approach to Goal-Setting

In general, the Company establishes a threshold, target and maximum performance for these financial metrics as follows: (i) using a bottom-up approach that is conducted throughout the year using rolling 12-15 month forecasts, which takes into consideration market growth rates based on industry estimates and the vertical markets (education, manufacturing, warehouse, etc.) that we participate in, as well as the productivity initiatives that are planned for the upcoming year; (ii) performing a top-down approach undertaken by our Corporate Financial Planning and Analysis group to determine the next year’s budget by analyzing base growth assumptions in the business, strategic initiatives planned, providing for inflation concerns, eliminating the past year’s one-time impacts and adding in acquisitions.

By using a bottom-up and top-down approach, we are able to review and compare each for excess conservatism or excess optimism in determining the annual planned targets. Once the annual plan is reconciled, it is approved by senior management and the full board. For fiscal year 2021, Atkore's Adjusted EBITDA target was set at a 5.0% improvement over prior fiscal year performance. Working capital day targets were set at a 3.5% improvement over prior fiscal year performance.

For fiscal year 2021, the maximum performance under all of these financial metrics was capped at 250% of target achievement, even if actual performance exceeded the maximum performance goal.

Performance Metric Definitions

"Adjusted EBITDA" was defined for fiscal year 2021 AIP as net income (loss) before: depreciation and amortization, interest expense, taxes, restructuring and impairments, M&A consulting fees and transaction costs, gain on sale of joint venture and other items, such as inventory reserves and adjustments. The Committee approved modest changes to the definition of Adjusted EBITDA to simplify the calculation and appropriately reflect the items within and outside of management's control. These changes may make direct comparisons between fiscal year 2021 goals and actual performance not directly comparable to prior years. Adjusted EBITDA is a non-GAAP measure which management believes is a helpful indicator of operating performance. Because it is not a measurement of performance under GAAP, Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as measures of liquidity.

"Adjusted net income" is defined for compensation purposes as net income (loss) before: M&A consulting fees and transaction costs, gains or losses on the sale of joint ventures, other fixed assets, or on the extinguishment of debt, other items, such as inventory reserves and adjustments, changes in tax or accounting standards and the impact of foreign exchange gains or losses, and the impact of the interest expense related to debt incurred in the repurchase of shares. The Committee approved modest changes to the definition of adjusted net income to simplify the calculation and appropriately reflect the items within and outside of management's control. These changes may make direct comparisons between fiscal year 2021 goals and actual performance not directly comparable to prior years. Adjusted net income is a non-GAAP measure that management believes is a helpful indicator of operating performance. However, because it is not a measurement of performance under GAAP, adjusted net income should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as measures of liquidity.

"Working capital days" improvement is a measure intended to reflect the improvement, from one fiscal year to the next, of our short-term financial health and efficiency. Working capital days, both on a corporate and business unit level, is defined as the sum of “Days Sales Outstanding" (i.e., accounts receivable) and "Days Inventory on Hand" (i.e., the number of days it takes to sell our average balance of inventory) minus "Days Sales Outstanding in Account Payables" (i.e., accounts payable).

Adjusted EBITDA and working capital days disclosed herein may differ from those disclosed in the Annual Report on Form 10-K. Those metrics are further adjusted to exclude the impact of acquisitions and divestitures that occur in the fiscal year, but was not forecasted within the target.

Fiscal Year 2021 AIP Bonus Summary

The calculations of the actual bonuses earned by our NEOs for fiscal year 2021 is outlined below:

Long-Term Incentives

During fiscal year 2021, we compensated our named executive officers with equity compensation consisting of stock options, RSUs and PSUs:

The rTSR performance peer group is determined annually. This group is determined based on the following criteria and usually contains approximately 100 companies:

For the effect of a termination of employment or a change in control of us on these equity awards, see “Potential Payments upon Termination or Change in Control” beginning on page 42.

In fiscal year 2021, our named executive officers received the following grants of equity compensation as part of our normal equity awards procedures (as measured based on the grant date value of such awards):

Payout Under the 2019-2021 PSU Performance Cycle

For grants issued in fiscal year 2019, 50% of each NEO's annual target long-term incentive was converted to a target number of PSUs by dividing the intended value by a weighted average stock price calculated as 70% of the Atkore closing stock price as of the date of grant plus 30% of the fair value (under FASB ACS Topic 718) calculation of Atkore stock over the three-year performance period. The fair value calculation was determined by AON Consulting using the closing price of Atkore stock on the date of grant.

For the 2019-2021 performance cycle, our overall performance resulted in a payout of 200.0% of the target award, as illustrated in the table below. Our net income was achieved at 213.3% of target, resulting in a net income payout of 200.0% of target. Our rTSR was at the 96th percentile of the performance peer group, resulting in a rTSR payout of 200.0% of target.

Named Executive Officer PSU Distribution

Based on the final payout of 200.0%, the NEOs received the following number of shares of Atkore common stock:

Additional information regarding the payouts under the 2019-2021 PSU performance cycle is provided in the Options Exercised and Stock Vested table on page 41.

Equity Awards Procedure

The Committee generally intends to make equity grants at approximately the same time each year (during the first fiscal quarter) following our release of financial information; however, the Committee may choose to make equity awards outside of the annual broad-based grant (e.g., for new hires, employee promotions, company acquisitions or employee retention purposes). It is the Committee’s practice not to grant equity awards when the Company or its subsidiaries possess material non-public information, unless the Committee has considered the potential impact that public disclosure will have on the stock price, and the Committee has made an affirmative decision to go forward with the grant. The stock options may be granted only with an exercise price at or above the fair market value of our stock on grant date.

Benefit Plans

Our benefit programs are established based upon an assessment of competitive market factors and a determination of what is needed to attract, retain and motivate high-caliber executives. Our primary benefits for our named executive officers include participation in our broad-based plans: tax-qualified defined contribution 401(k) retirement savings plan, health and dental plans and various insurance plans, including disability and life insurance. Specific to our 401(k) retirement savings plan, we match the contributions of each of our employees, including our named executive officers, at a rate of 50% of the first 6% of the employee’s contributions. Employees and named executive officers are immediately vested in both their individual contributions and company matching contributions. Our executive officers do not currently participate in or have a vested right to any defined benefit pension plans, supplemental executive retirement plans, or “SERP,” or other deferred compensation plans.

Perquisites

The perquisites that we provide to our named executive officers are not considered by our Human Resources & Compensation Committee in determining compensation levels of our named executive officers. These include cell phone stipends, group term life insurance coverage, relocation expenses, executive physicals and financial planning and tax preparation services. For a description of the perquisites paid to our named executive officers, see the Summary Compensation Table on page 37.

Employment and Severance Agreements

None of the named executive officers is currently a party to an employment agreement, offer letter or severance agreement that governs the terms of their post-termination compensation. All of the named executive officers are covered under the severance policy adopted in July 2017. See "Summary Compensation Table" and "Potential Payments upon Termination or Change in Control" on pages 37 and 42 for more information on compensation of our NEOs, including payments due to NEOs upon a termination of employment.

Compensation Risk Assessment

The Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Committee concluded that the Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk-taking. In fiscal year 2021, the Committee’s compensation consultant, FW Cook, assisted us in a review of potential risks associated with our compensation practices. As part of its review, FW Cook examined the compensation programs for our senior leadership team and concluded, consistent with the conclusions of our Committee, that (1) our compensation programs are well designed to encourage behaviors aligned with the long-term interests of our stockholders, (2) there is an appropriate balance in fixed versus variable pay, cash versus equity, financial and non-financial goals, short-term and long-term measurement periods, and discretion under our compensation programs, and (3) appropriate policies are in place to mitigate compensation risk (including stock ownership guidelines, insider trading prohibition and independent oversight).

Stock Ownership Guidelines

The board has adopted stock ownership guidelines for executive officers of the Company. The board believes that setting these ownership guidelines will enhance an executive officer's alignment with other stockholders. The Committee expects that these ownership guidelines will be met over time and intends to review executive officer stock ownership levels on an annual basis but has currently not adopted any specific time frame for meeting them.

The ownership guidelines for executive officers are based on a multiple of annual base salary, with the CEO expected to own stocks valued at five times his annual salary and other executive officers expected to own stock valued at three times their respective annual salaries. Shares included in the ownership guideline calculation include shares owned by the executive.

Until an executive officer meets the stock ownership requirements set forth above, he or she must retain a specified percentage of after-tax “net profit shares” realized from (i) the exercise of stock options, (ii) the settlement of PSUs and (iii) the vesting of RSUs. Net profit shares are calculated after payment of the stock option exercise price and using the maximum marginal federal, state and local employment and income tax rates. The percentages of the net profit shares required to be retained are as follows:

Clawback Policy

In 2017, the board adopted a clawback policy applicable to current and former executive officers of the Company. Although the clawback rules enacted under Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) are not yet effective, the board concluded that having a robust recoupment policy is advisable and in the best interests of the Company and our stockholders, furthers our culture of integrity and accountability and reinforces our pay-for-performance compensation philosophy. The policy was effective as of May 2, 2017 and updated as of July 28, 2020, and applies to covered incentive compensation approved, awarded or granted after the initial policy date.

Under the updated clawback policy, in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the securities laws or a covered employee commits illegal acts, theft, fraud, or intentional misconduct, the board may require reimbursement or forfeiture (on an after-tax basis) of any excess incentive compensation received during the three completed fiscal years immediately preceding the date on which Atkore is required to prepare an accounting restatement. “Excess incentive compensation” for this purpose means any amount of compensation in excess of the amount that would have been paid based on the restated financial results (using such methods of calculation and estimates as the board determines to be reasonable).

Incentive compensation covered by the clawback policy includes any variable compensation, the vesting of which is based wholly or in part on the attainment of a financial reporting measure, including annual bonuses, stock options, restricted stock units and performance share units. Financial measures covered by the clawback policy include our stock price, total stockholder return and revenue-based and income-based measures, and improvement in working capital days.

The decision of whether to recover compensation under the clawback policy is within the discretion of the board. If the board determines to apply the policy, it may do so by requiring the covered executive to reimburse the Company, pursuing gain realized from the vesting, exercise or settlement of equity awards, offsetting other compensation owed to the covered executive, canceling outstanding awards, or taking other actions permitted by applicable law.

Tax Deductibility of Compensation and Other Company Policies

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the "Code") imposes a $1 million limit on the amount that a public company may deduct for compensation paid to certain of the Company's executive officers who are "covered employees," including a company's NEOs, plus any individual who has been a "covered employee" in any taxable year beginning after December 31, 2016. Certain compensation arrangements in place as of November 2, 2017 may qualify for a “performance-based compensation” exception to the Section 162(m) limitation if paid only if the executive’s performance meets pre-established objective goals based on performance criteria approved by our stockholders. Because we believe that the primary drivers for determining the amount and form of executive compensation must be the retention and motivation of superior executive talent, we have awarded, and we will also continue to consider awarding, compensation that may not be fully deductible if we determine that the nondeductible compensation is nonetheless in the Company’s best interests and the best interests of its stockholders.

The Company’s Human Resources and Compensation Committee has reviewed the Compensation Discussion and Analysis, discussed it with management and, based on such review and discussions, has recommended to the board that the Compensation Discussion and Analysis should be included in this Proxy Statement.

Justin A. Kershaw

A. Mark Zeffiro

This Human Resources & Compensation Committee Report is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The following table shows information regarding the total compensation paid to the named executive officers for each of our last three completed fiscal years. The compensation reflected for each individual was for their services provided in all capacities to us. Our fiscal year 2021 ended on September 30, 2021.

Summary Compensation Table

All Other Compensation

Grants of Plan-Based Awards in Fiscal Year 2021

The following table summarizes cash-based awards and equity awards that were granted to each of the named executive officers during fiscal year 2021:

Outstanding Equity Awards at 2021 Fiscal Year-End