Atkore (ATKR) DEF 14ADefinitive proxy

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, 2024 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 13, 2024.

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 13, 2024. 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.

Good Corporate Governance Practices

Atkore is committed to keeping pace with regulatory developments, an ever evolving business landscape, and exemplary corporate governance systems. In doing so, we aim to uphold the highest standards of corporate governance, guided by our values of Accountability, Teamwork, Integrity, Respect and Excellence. Our corporate governance practices ensure that we meet investor expectations and that our actions are aligned with our environment, social and governance ("ESG") efforts.

The Nominating and Governance Committee of the Board is responsible for oversight of ESG issues generally. The Committee, and any other Board members present, are informed of ESG progress by management and members of the executive team in a structured format on a quarterly basis. Certain ESG issues remain under the oversight of specific committees and the full Board. For example, our Human Resources & Compensation Committee maintains oversight of Diversity, Equity & Inclusion, the independent Board members are responsible for Cybersecurity matters, and the full Board is responsible for Risk Management, on which they are briefed every quarter by Company executives.

We strive for our Board of Directors to reflect the racial, ethnic and gender diversity of our workforce and surrounding communities, and to collectively maintain a diversity of skillsets that support our business needs. Our Board currently consists of six males, three females and two persons of color. The Board of directors as a whole, each director, and each committee are evaluated on an annual basis. Results of the evaluation are reviewed to determine if action needs to be taken to improve the effectiveness of the Board and its committees.

Our Board has structured our corporate governance program to promote the long-term interests of stockholders, strengthen the Board's and management's accountability and help build trust in the Company.

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.

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.

These documents are available on our website at https://investors.atkore.com/investors/governance

Corporate Governance Guidelines

Code of Business Conduct and Ethics and Financial Code of Ethics

Insider Trading Policies

We have adopted insider trading policies and procedures that govern the purchase, sale and/or other dispositions of our securities by directors, officers, and employees, together with their immediate family members and other persons living in their households. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NYSE standards. While we have not adopted formal policies and procedures with respect to the Company’s transactions in its own securities, it is our policy to comply with all insider trading laws and NYSE standards. Copies of our insider trading policies were filed as exhibits to our Form 10-K for the year ended September 30, 2024.

Environment, Social and Governance

Environment, Health and Safety

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 through our 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 continues to drive 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 greenhouse gas 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.

Diversity, Equity and Inclusion ("DEI")

We 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, programs and practices 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, in partnership with each facility's site specific DEI Champion, 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 2023, we expanded the scope of DEI related training offerings, building upon our required unconscious bias training for salaried and hourly employees and reflecting our ambition to embed equity and inclusion across our business. In 2022, we also expanded our anti-harassment policy to expressly prohibit bullying, in addition to discrimination and all forms of harassment, and all Atkore employees are required to complete anti-harassment training. Our DEI Steering Committee sponsored a number of community events and contributions in 2024, including back-to-school backpack drives for lower social-economic communities, and engagement with a variety of LGBTQIA+ community organizations, including as a sponsor for the Center on Halsted's gala and career fair in Chicago, Illinois.

Human Capital Management

Nothing is more important than the safety and well-being of our employees. In 2021, we launched our safety brand “Let’s Make It Home,” a safety program encompassing our commitment to safety and reinforcing our commitment to working safely, bringing our authentic selves to work, and getting home to our families and loved ones. Developed by and for employees, Let’s Make It Home makes safety at Atkore personal and reminds everyone that safety is integral to every action.

Data Privacy/Cybersecurity

Strong data privacy and cybersecurity measures are a business imperative. The independent members of our Board of Directors play an important oversight role and review cybersecurity measures quarterly with the Company's executives. 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 training and testing for our employees. Within our IT department, we have a dedicated team responsible for cybersecurity. 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. Our Board members can participate in the same monthly cybersecurity training and testing as our employees and Mr. Kershaw, as a cybersecurity consultant and the former head of IT and Cybersecurity for Cargill Incorporated, remains well versed in this rapidly evolving and dynamic area and provides his insights to the Board. As the cybersecurity landscape continues to evolve, Atkore will continue to evaluate its policies, procedures and resources accordingly.

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.

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, 2024. 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 such 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 2024 Annual Meeting of Stockholders attended last year’s annual meeting.

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 it 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 Chair 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. Under our currently applicable Certificate of Incorporation and By-laws, at each annual meeting of stockholders the successors of the directors 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, and most often this past year, the full Board attended each committee meeting.

Audit Committee

The members of our Audit Committee for the full year were Mrs. Wynn (Chair), Messrs. James, Kershaw, Muse and Zeffiro for a total of five members. Our Board has designated Mr. Zeffiro, Mrs. Wynn, and Ms. Isbell 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

The members of our Human Resources & Compensation Committee are Mses. Isbell and Edwards and Messrs. Kershaw (Chair) 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 2024, 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

The members of our Nominating and Governance Committee are Mses. Isbell (Chair), Edwards and Wynn and Messrs. Muse and James, 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

Human Resources & Compensation Committee Interlocks and Insider Participation

During fiscal year 2024, our Human Resources & Compensation Committee was comprised of Mses. Isbell and Edwards and Messrs. Kershaw (Chair) 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 2024. In addition, 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 independent members of the Board also receive an update from Company executives 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 personnel. 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 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 were paid an annual retainer fee of $100,000, which was paid on a quarterly basis at the beginning of the "Board Calendar" year, which begins as of the date of the annual meeting of stockholders each year. In addition, the chair of the Board received an additional cash retainer of $140,000, the chair of the Audit Committee received an additional annual cash retainer of $20,000, the chair of the Human Resources & Compensation Committee received an additional annual cash retainer of $15,000 and the chair of the Nominating and Governance Committee received an additional annual cash retainer of $15,000.

In addition to the cash retainer, we provide non-employee directors with an annual equity award of restricted stock units ("RSUs") equal to $150,000. These RSUs are generally be subject to a one-year vesting schedule based on the director’s continued service.

At the end of any quarter in which dividends are distributed to shareholders, directors receive additional Dividend Equivalent Units (DEU) with a value (based on the Company's common stock price on the date of the dividend payment) equal to the amount of dividends they would have received on all outstanding stock units held by them at the end of the prior quarter. Outstanding shares with respect to these additional units are distributed when the underlying units are distributed. DEU's awarded in respect of dividends paid are not included in the fair value of the stock units when the units are initially awarded and therefore are not included in the tables above, but they are included in the total units held at the end of the fiscal year in the table below.

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 $100,000, resulting in a current expectation to hold stock valued at $500,000.

Until a director meets the stock ownership requirements set forth above, the director must retain a specified percentage of after-tax “net profit shares” realized from the vesting of RSUs. Net profit shares are calculated using the maximum marginal federal, state and local employment and income tax rates. Non-employee directors are required to retain 100% of the net profit shares.

The compensation paid to our non-employee directors quantified in the table below reflects payments and grants made by the Company during fiscal year 2024.

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 2026 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, 2024.

REQUIRED VOTE

The nominees for director will be elected by the affirmative vote of the holders of a majority of the votes validly cast in such election. In accordance with our currently applicable By-laws, stockholders do not have the right to cumulate their votes for the election of directors. Broker non-votes and abstentions are not treated as votes cast and will have no effect on the outcome of this proposal.

B. JOANNE EDWARDS

Retired, Senior Vice President & General Manager, Residential & Wiring Devices, Eaton Corporation Plc

Ms. Edwards became a director in 2023. Prior to her retirement in 2017, Ms. Edwards worked for Eaton Corporation Plc, as Senior Vice President & General Manager, Residential & Wiring Device Business. Prior to her distinguished career as a senior executive at Eaton, she served in various capacities with increasingly responsible roles with strategic, financial and operational reach at global diversified manufacturing companies, including Schneider Electric and Square D Company. Over the last two decades, she has also served on various for-profit and non-profit boards, notably foundations and councils that aim to help the underserved and underprivileged segments of the population. Ms. Edwards currently serves on the Board of Directors of Standex International Corporation (NYSE: SXI) and Amsted Industries (private). Ms. Edwards holds a BBA in Business Management from Kent State University.

Qualifications: Ms. Edward's strategic, financial and operational experience from within the segments served by the Company provide our Board with insight into the challenges and opportunities in the electrical manufacturing sector.

JERI L. ISBELL

Retired, Vice President of Human Resources & Corporate Communications of Lexmark International Inc.

Ms. Isbell became a director in 2015. Until her retirement in December 2016, Ms. Isbell was the Vice President of Human Resources & 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. (NYSE; SITE). 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, financial, 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.

Retired, President of Toyota Motor Manufacturing of Kentucky, Inc.

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 Cornerstone Building Brands (private). 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.

JUSTIN A. KERSHAW

Retired, Corporate Vice President and Chief Information Officer of Cargill, Incorporated.

Mr. Kershaw became a director in 2017. In March 2023, he founded and is currently president of FourCorners Cyber, a cybersecurity consulting services company focused on the continual improvement of its clients' information security posture. Mr. Kershaw was the Corporate Vice President and Chief Information Officer of Cargill, Incorporated, a leading provider of food, agricultural, financial and industrial products until his retirement in April of 2022. Mr. Kershaw has also served as an advisor and coach in Accenture plc's Luminary Program. 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 was the founding Cybersecurity Chairperson of the North American Meat Institute (NAMI), where he still serves on the cybersecurity committee. 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 and his cybersecurity counseling provides the Board with awareness into this rapidly evolving and dynamic area.

SCOTT H. MUSE

Retired, President of Hubbell Lighting Inc.

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 served on electrical industry association boards, including the Board of Governors of the American Lighting Association (ALA) and the National Electrical Manufacturers Association (NEMA) - Lighting Board of Governors. In addition, he served on nonprofit boards with national relevance in the areas of performing arts, children's museum and the YMCA, providing strategic, financial and governance leadership. 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

Senior Operating Advisor of Oak Hill Capital Partners, from 2014 to 2024

Mr. Schrock became a director in May 2018 and has served as Chairman of our Board of directors since August 2018. From 2014 to 2024, Mr. Schrock served as 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 (NASDAQ: PLXS) 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 E. WALTZ, JR.

President and Chief Executive Officer of Atkore Inc.

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), a Governor for the National Electrical Manufacturers Association (NEMA) and serves as a National Association of Electrical Distributors (NAED) board member.

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.

BETTY R. WYNN

Retired, Senior Vice President, Chief Financial Officer of MYR Group Inc.

Mrs. Wynn became a director in August 2018. Mrs. Wynn was 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. She retired from MYR Group in May 2022. Prior to MYR Group, Mrs. Wynn 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, Mrs. Wynn has eleven years of audit experience during her tenure at Deloitte & Touche LLP. Mrs. Wynn previously served on the MYR Group board of directors from 2007 to 2015 before joining the company’s executive leadership team. In addition to serving on Atkore's Board of Directors, Mrs. Wynn serves as a Director of Everus Construction Group, Inc. (NYSE: ECG). Mrs. Wynn earned a bachelor’s degree in business administration from Loyola University, Chicago and is a certified public accountant.

Qualifications: Mrs. Wynn brings both financial expertise and more than twenty years' experience with electrical contractors to our Board.

A. MARK ZEFFIRO

Managing Partner, Brooks International

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, 2024.

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), a Governor for the National Electrical Manufacturers Association (NEMA) and serves as a National Association of Electrical Distributors (NAED) board member.

JOHN M. DEITZER

Mr. Deitzer became Chief Financial Officer in August 2024 after serving as Vice President of Finance – Electrical business unit. He joined the Company in 2019, serving as Vice President of Investor Relations and then quickly adding oversight of Environment, Social and Governance initiatives as well as the Treasury responsibilities. Prior to that, Mr. Deitzer spent four years at Alcoa Corporation in Investor Relations and Management Consulting & Strategy roles. Mr. Deitzer also earned experience as Segment Manager and Global Account Manager at PPG Industries, with responsibilities for growing the company’s overall leadership position in the aluminum extrusion coatings business. Mr. Deitzer began his career with PPG, and served in various roles supporting customers globally. In addition, Mr. Deitzer held investor relations and corporate strategy roles during his tenure at H.J. Heinz Company. Mr. Deitzer earned a Master of Business Administration in Finance and Strategy from Carnegie Mellon University, Tepper School of Business, and a Bachelor of Science in Chemical Engineering from Case Western Reserve University.

JAMES W. ALVEY

Mr. Alvey became Chief Accounting Officer in August 2024. He has been with the Company for four years, most recently as Corporate Controller. As Chief Accounting Officer, Mr. Alvey oversees corporate accounting and external reporting, internal controls and policies to ensure compliance with statutory requirements, as well as Accounting Shared Services. Prior to joining the Company, Mr. Alvey spent more than 10 years at Ernst & Young as an audit Senior Manager, serving both private and public companies across transportation, retail, oil & gas, and manufacturing industries. Mr. Alvey served as a Staff Sergeant in the United States Army and was honorably discharged with a Bronze Star Medal and other awards. Mr. Alvey earned both a Master of Science in Accounting and a Bachelor of Science in Business Administration (Accounting) from Oklahoma State University, Spears School of Business. Mr. Alvey maintains an active certified public accountant license.

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 has served as Business Unit President, Safety & Infrastructure since 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 has served as Business Unit President, Electrical since 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. Prior to Atkore, Mr. Pregenzer 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 has served as Vice President, Chief Human Resources Officer since 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. From 2016 to 2019, 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 2024. We refer to these individuals below collectively as the “named executive officers,” or “NEOs.”

David P. Johnson, our former Chief Financial & Accounting Officer, was also a named executive officer for fiscal year 2024. Mr. Johnson resigned from his position as Chief Financial & Accounting Officer effective August 9, 2024. Mr. Deitzer was appointed Chief Financial Officer effective August 9, 2024 and James W. Alvey was appointed Chief Accounting Officer effective August 9, 2024.

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 2024, 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 (rTSR) results over a three-year performance period.

The Human Resources & Compensation Committee (the "Committee") continually reviews our NEO

compensation programs 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 through stock ownership guidelines, a robust clawback policy and an independent Human Resources & Compensation Committee.

We entered fiscal year 2024 anticipating a decline in our average selling prices and overall earnings. The primary factor shaping our expectations was the continued normalization in average selling prices in key product lines such as PVC electrical conduit which saw prices peak in fiscal year 2022. During fiscal year 2022, we achieved record net sales of $3,913.9 million which was an increase of 34% versus fiscal year 2021, and 122% versus fiscal year 2020. As expected, prices for our PVC electrical conduit products were normalizing during fiscal year 2023 and continued to decline during fiscal year 2024 after the significant increases in the prior years.

Despite these declines in our average selling prices, we remain proud of our fiscal year 2024 results as measured by organic volume growth of 3.5% across Atkore's product portfolio, and our return of over 75% of cash flow from operating activities to shareholders through either share repurchases or dividends paid.

Fiscal Year 2024 Business Results

Atkore achieved volume growth and generated solid cash flow from operating activities for the fiscal year ended September 30, 2024. The Company delivered these results despite challenging market conditions which impacted volume and pricing for certain product categories. The Company continued executing a balanced capital deployment strategy that included share repurchases, capital investments and the introduction of our first ever dividend. Key financial highlights include:

For a more in-depth review of our performance, see Management's Discussion & Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

Fiscal Year 2024 Compensation Actions

During fiscal year 2024, 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-term incentives 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:

We use an annual performance management process to establish individual goals and objectives, including for our named executive officers. Managers 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 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 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 2024, 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.

The Committee regularly reviews the compensation program design for alignment with our evolving business strategy, market practices, and human resources objectives and considers stockholder input. At our 2024 Annual Meeting of Stockholders, 94% of the votes cast on the advisory "say-on-pay" resolution were voted in favor of the compensation of our NEOs for fiscal year 2023, as disclosed in our 2023 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 2023 advisory vote as supportive of our compensation philosophy. In light of these results, for fiscal year 2024, the Committee did not make any significant changes to our executive compensation programs.

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 2024, 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 2024, the Committee retained 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 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. The peer group developed by FW Cook and approved by our Committee for use in setting fiscal year 2024 target compensation consists of the following companies:

In addition to peer group data, FW Cook also provided the Committee competitive market data used to set fiscal year 2024 target compensation opportunities based on general industry survey information. FW Cook size-adjusted that survey data to reflect our estimated corporate revenues and, for NEOs leading our business units, the estimated revenues for their respective unit.

Elements of Compensation

For fiscal year 2024, the principal components of compensation for our named executive officers were the following, each as described in greater detail below:

During fiscal year 2024, 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 2024 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 2024 peer group would create an appropriate level of retention and incentive for the management team. Each individual executive's target total direct compensation could vary above or below the median level of the peer group due to an executive’s skills, experience in their 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, time in position, internal pay equity, and the impact on our selling, general and administrative expenses. In fiscal year 2024, decisions regarding executive salaries were determined primarily by a review of salary data using the 2024 peer group and survey data prepared by FW Cook, with additional consideration given to individual performance, tenure, experience, and internal equity.

All of the NEOs received base salary increases for fiscal year 2024 based on the Company's performance in fiscal year 2024 and targeted median levels of the peer group and survey data. The table below outlines the various base salary rates in effect during fiscal year 2024:

Annual Incentive Plan ("AIP") 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 metrics and goals.

For fiscal year 2024, the financial metrics applicable to the named executive officers were weighted as follows:

For fiscal year 2024, the AIP metric weightings for our CEO, other executive officers and Business Unit Presidents were unchanged from the prior year.

For fiscal year 2024, 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.

The threshold, target and maximum goals for Adjusted EBITDA and working capital days approved by the Committee at the beginning of fiscal year 2024 and our actual performance during the year are outlined below ($ in millions):

The decrease in Adjusted EBITDA results fell below targeted levels primarily because of softer than expected market conditions which had a negative impact on our average selling prices beyond what had been anticipated at the time goals were set. Most of the pricing decrease was within the Electrical business unit and impacted several product categories. Fiscal 2024 continued to see a decline in performance relative to the previous years. The Company is preparing diligently and our operating plan is reflective of the current challenges in market conditions. The targeted goals aligned with our Board-approved plan for fiscal year 2024 and our guidance to investors at the start of the year.

Atkore’s Approach to Goal-Setting

In general, the Company establishes a threshold, target and maximum performance level 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. Targets may be set lower that prior-year actual performance to align Company performance expectations with our best projections on future market conditions. Once the annual plan is reconciled, it is approved by senior management and the full Board.

For fiscal year 2024, 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 Metrics Definitions

"Adjusted EBITDA" was defined for fiscal year 2024 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. 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.

"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 occurred in the fiscal year but were not forecasted at the time target goals were established.

Fiscal Year 2024 AIP Bonus Summary

The calculations of the actual bonuses earned by our NEOs for fiscal year 2024 is outlined below:

Long-Term Incentives

During fiscal year 2024, we compensated our named executive officers with equity compensation consisting of RSUs and PSUs:

The TSR performance peer group is determined annually and for fiscal year 2024 was comprised of 72 companies. This group includes all companies in our executive compensation peer group plus companies meeting the following objective criteria:

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 44.

In fiscal year 2024, 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 2022-2024 PSU Performance Cycle

For grants issued in fiscal year 2022, 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 50% of the Atkore closing stock price as of the date of grant plus 50% 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 Infinite Equity Consulting using the closing price of Atkore stock on the date of grant.

Named Executive Officer PSU Distribution

Based on the final payout of 129.0%, the NEOs received the following number of shares of Atkore common stock:

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.

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, 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 39.

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 39 and 44 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 2024, 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, a robust clawback policy, 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 reviews 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 stock 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 and do not include unearned PSUs, unvested RSUs, or unexercised stock options.

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:

As of December 1, 2024, all but one member of the Executive Leadership Team are in compliance with the stock ownership guidelines. Upon Mr. Deitzer's promotion to CFO his stock ownership guideline was increased, therefore, he must retain more stock to meet his new goal.

Clawback Policy

In 2017, the Board adopted a clawback policy applicable to current and former executive officers of the Company, which was updated in 2023 to comply with the new clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") adopted by the SEC in October of 2022. The Board continues to believe 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 August 1, 2023. The updated policy applies to covered incentive compensation approved, awarded, or granted on or after October 2, 2023, the effective date of the updated policy.

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, including any accounting restatement that corrects an error in previously issued financial statements that is material to such financial statements; or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Board will require, subject to certain limited exceptions, reimbursement or forfeiture (on a pre-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.

Additionally, under the updated clawback policy, in the event that a covered executive commits material misconduct (such as 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 discovery of such acts.

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

The Company’s Human Resources & 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.

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 2024 ended on September 30, 2024.

Summary Compensation Table

All Other Compensation

Grants of Plan-Based Awards in Fiscal Year 2024

The following table summarizes cash-based awards and equity awards that were granted to each of the named executive officers during fiscal year 2024:

Outstanding Equity Awards at 2024 Fiscal Year-End