Document

DEF 14A 1 atkore-def14a2023.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o						Preliminary Proxy Statement

o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x						Definitive Proxy Statement

o						Definitive Additional Materials

o						Soliciting Material Pursuant to §240.14a-12

ATKORE INC.

(Name of Registrant as Specified In Its Charter)

(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting of Stockholders

AGENDA:

▪To elect the nine directors named in this proxy statement to serve until the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting").

▪To hold a non-binding advisory vote approving executive compensation.

▪To hold a non-binding advisory vote on the frequency of future advisory votes approving executive compensation.

▪To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.

▪To transact such other business as may properly come before the Annual Meeting of Stockholders or at any reconvened meeting following any adjournment or postponement thereof.

RECORD DATE: Only stockholders of record at the close of business on November 30, 2022 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

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 November 30, 2022 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, 2022.


			By Order of the Board of Directors,

			Daniel S. Kelly
			Vice President, General Counsel & Corporate Secretary
			December 13, 2022

ATKORE INC.

16100 South Lathrop Avenue

Harvey, Illinois 60426

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 27, 2023

The proxy statement and annual report to stockholders are available at

www.proxyvote.com or www.investors.atkore.com

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, 2022. 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.

TABLE OF CONTENTS


			Page
Proxy Statement Summary			1
Corporate Governance at Atkore			4
Environment, Social & Governance			4
About the Board of Directors			6
Board Committees & Related Matters			8
Risk Oversight			10
Selection of Nominees for Election & Board Skills and Attributes			10
Director Compensation			13
Proposal 1: Election of Directors			14
Executive Officers & Compensation			20
Executive Officers			20
Compensation Discussion & Analysis			23
Human Resources & Compensation Committee Report			37
Executive Compensation Tables			38
CEO Pay Ratio			46
Delinquent Section 16(a) Reports			46
Security Ownership of Certain Beneficial Owners & Management			47
Proposal 2: Advisory Vote to Approve Executive Compensation			49
Proposal 3: Advisory Vote on Frequency of Advisory Executive Compensation Votes			50
Certain Relationships & Related Party Transactions			54
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm			51
Pre-Approval Process			52
Audit and Related Fees			52
Report of the Audit Committee			53
Questions & Answers about the Annual Meeting			55
Other Business			60


			PROXY STATEMENT SUMMARY

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.

Annual Meeting Information

DATE AND TIME

LOCATION

RECORD DATE

PROXY MAIL DATE

January 27, 2023 at

8:00 a.m. (CT)

Waldorf Astoria Chicago, 11 E. Walton Street, Chicago, Illinois 60611

November 30, 2022

On or about

December 13, 2022

How to Vote

BY INTERNET

BY PHONE

BY MAIL

AT THE ANNUAL MEETING

Visit the website listed on your proxy card

Call the telephone number on your proxy card

Sign, date and return your proxy card in the enclosed envelope

Vote in person by following the instructions on page 57

Voting: Each outstanding share of common stock is entitled to one vote.

Admission: Space for the Annual Meeting is limited and admission will be on a first-come, first-served basis. Please see the Q&A Section on page 55 for more information on attending in person.

Annual Meeting Agenda and Vote Recommendations


Matter		Board Vote Recommendation	Page Reference (for more details)
Proposal 1	Election of Directors	ü FOR	14
Proposal 2	Advisory Vote to Approve Executive Compensation	ü FOR	49
Proposal 3	Advisory Vote on Frequency of Future Advisory Executive Compensation Votes	ü 1 YEAR	50
Proposal 4	Ratification of Selection of Independent Registered Public Accounting Firm	ü FOR	51

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 2023 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 13, 2022.

ATKORE 2022 PROXY STATEMENT 1

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, and the full board is responsible for topics such as Cybersecurity and Risk Management, which the full board is briefed on every quarter.

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 seven males, including one person of color, and two females. With the appointment of B. Joanne Edwards (as discussed on page 11 below), our board will include three females and two persons of color as of February 1, 2023. 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.


ü			Unclassified Board and Annual Election of Directors
ü			Annual Board and Committee Self-Evaluations and Director Evaluations
ü			9 Director Nominees
ü			Separation of Chairman and Executive Officer Roles
ü			Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies
ü			Independent Chairs of Audit, Human Resources & Compensation and Nominating & Governance Committees
ü			Executive Compensation Driven by Pay for Performance
ü			Regular Executive Sessions of Independent Directors
ü			Stock Ownership Guidelines for Executive Officers and Directors
ü			Comprehensive Risk Oversight by the Board and its Committees
ü			Clawback Policy to Recapture Incentive Payments


			Atkore delivered record financial results and expanded our business through several strategic acquisitions in 2022

Fiscal year 2022 was a record year, as illustrated by the following financial metrics:

▪Net sales for fiscal 2022 increased $985.9 million to $3,913.9 million, an increase of 33.7%, compared to $2,928.0 million for fiscal 2021

▪Net income per diluted share increased to $20.30 from $12.19

ATKORE 2022 PROXY STATEMENT 2

▪Gross profit for fiscal 2022 increased $514.4 million to $1,640.0 million, an increase of 45.7%, compared to $1,125.6 million for fiscal 2021

▪Net income increased $325.6 million to $913.4 million for fiscal 2022, as compared to $587.9 million for fiscal 2021

▪During fiscal 2022, operating activities provided $786.8 million of cash, compared to $572.9 million during fiscal year 2021

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:


What We Do
ü			Deliver a significant percentage of target total direct compensation in the form of variable compensation tied to performance
ü			Provide an appropriate mix of short-term and long-term compensation
ü			Require stock ownership and retention of a significant portion of equity-based awards
ü			Provide limited perquisites
ü			Engage an independent compensation consultant
ü			Allow the Company to recoup incentive compensation for executive officers through a clawback policy
ü			"Double Trigger" change in control vesting provisions
What We Don't Do
x			Gross-up excise taxes that may become due on change in control payments and benefits
x			Provide incentives that encourage excessive risk-taking
x			Guarantee incentive awards for executive officers
x			Allow hedging, pledging or short sales of our securities by our officers and directors
x			Discount or reprice stock options

ATKORE 2022 PROXY STATEMENT 3


			CORPORATE GOVERNANCE

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.


Key Governance Materials
ü			Certificate of Incorporation
ü			Bylaws
ü			Corporate Governance Guidelines
ü			Charter for Each Board Committee
ü			Code of Business Conduct and Ethics
ü			Code of Financial Ethics
ü			Whistleblower Protection Policy
ü			Human Rights Policy
ü			Supplier Code of Conduct
ü			Anti-Bribery and Anti-Corporation Policy

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

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.

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 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 green house 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.

ATKORE 2022 PROXY STATEMENT 4

Diversity, Equity and Inclusion ("DEI")

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, 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 2022, we expanded the prior year's launch of unconscious bias training for salaried employees to now include the hourly workforce, reflecting our ambition to embed equity and inclusion across our business. 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 2022, including back-to-school backpack drives for lower social-economic communities, and engagement with a variety of LGBTQIA+ community organizations.

*As of November 30, 2022

Human Capital Management

One of the three fundamentals of the Atkore Business System is People. To continue our success and build a better future together, we must attract and retain high-caliber talent. We dedicate significant resources to develop and support our employees. In addition to many other awards, in 2022, Atkore was recognized as a Great Place to Work-Certified TM company for the second year in a row.

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.

Data Privacy/Cyber Security

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.

ATKORE 2022 PROXY STATEMENT 5

About the Board of Directors and Corporate Governance

Corporate Governance Guidelines

Our board has adopted Corporate Governance Guidelines to address significant corporate governance issues. A copy of these guidelines is available on the investor relations portion of our website at http://investors.atkore.com/governance. These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, board composition, director compensation and management and succession planning. The Nominating and Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to our board any changes to the guidelines. During fiscal year 2019, the board revised the Company's Corporate Governance Guidelines to limit non-employee directors to no more than four total public company boards.

Code of Business Conduct and Ethics and Financial Code of Ethics

We have a Code of Business Conduct and Ethics that applies to all of our officers, employees and directors, and our board has adopted a Financial Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, corporate officers with financial, accounting and reporting responsibilities, including the Corporate Controller, Treasurer and chief accounting officers, and any other person performing similar tasks or functions. The Financial Code of Ethics and the Code of Business Conduct and Ethics each address matters such as conflicts of interest, confidentiality, fair dealing and compliance with laws and regulations. The Financial Code of Ethics and the Code of Business Conduct and Ethics are available on our website at http://investors.atkore.com/governance.

We will promptly disclose any substantive changes in or waiver of, together with reasons for any waiver of, either of these codes granted to our officers, including our Chief Executive Officer, Chief Financial Officer, corporate officers with financial, accounting and reporting responsibilities, including the Corporate Controller, Treasurer and chief accounting officers, and any other person performing similar tasks or functions, and our directors, by posting such information on our website at:

http://investors.atkore.com/governance.

ATKORE 2022 PROXY STATEMENT 6

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.

Meetings of the Board of Directors and Attendance at the Annual Meeting

Our board held eight meetings during the fiscal year ended September 30, 2022. 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 2022 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 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.

Communications with the Board

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.

ATKORE 2022 PROXY STATEMENT 7

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.

Board Composition

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, and shall be temporarily expanded to ten members as of February 1, 2023 (see discussion on appointment of B. Joanne Edwards on page 11). 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.

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

Our board maintains an Audit Committee, a Human Resources & Compensation Committee, a Nominating & Governance Committee and an Executive Committee. The following table shows the current members and chair of each committee and the number of meetings held during fiscal year 2022. In 2020, the board implemented a five-year term limit for committee chair positions.

Audit

HR & Compensation

Nominating &
Governance

Executive

Michael V. Schrock

Jeri L. Isbell

Wilbert W. James, Jr.

X+

Betty R. Johnson

Justin A. Kershaw

X+

Scott H. Muse

X-

William R. VanArsdale

William E. Waltz, Jr.

A. Mark Zeffiro

X-

Number of Meetings

X= Current Committee Member; * = Chair

+ Messrs James and Kershaw joined the Audit Committee as of the July 27, 2022 meeting

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.

ATKORE 2022 PROXY STATEMENT 8

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.

The members of our Audit Committee for the full year were Ms. Johnson (Chair), Messrs. Muse and Zeffiro, with Messrs. James and Kershaw joining as members as of the July 27, 2022 meeting for a total of five members. 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.

The members of our Human Resources & Compensation Committee are Ms. Isbell and Messrs. VanArsdale (Chair), 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 2022, 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.

ATKORE 2022 PROXY STATEMENT 9

Nominating and Governance Committee

Our Nominating and Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates 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.

The members of our Nominating and Governance Committee are Messrs. Muse (Chair), James and VanArsdale and Ms. Isbell, all of whom are independent directors; therefore, the committee meets all NYSE listing requirements. Beginning at the January 2023 meeting, Ms. Isbell will serve as Chair of the Nominating and Governance Committee. 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. The members of our Executive Committee are Messrs. Schrock (Chairman), Muse, VanArsdale and Waltz and Mses. Isbell (as of January 26, 2023) and Johnson.

Human Resources & Compensation Committee Interlocks and Insider Participation

During fiscal year 2022, our Human Resources & Compensation Committee was comprised of Ms. Isbell and Messrs. VanArsdale (Chair), 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 2022. 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 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

ATKORE 2022 PROXY STATEMENT 10

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.

During fiscal 2022, the Board engaged in a search for a new director to join the Company’s board of directors in anticipation of a director mandatory retirement scheduled to occur at the January 2024 annual meeting of stockholders. On December 12, 2022, in accordance with the Company's Articles of Incorporation, the Board approved the temporary expansion of the Board from nine members to ten, effective February 1, 2023, and appointed Barbara Joanne Edwards as a member of the Board to fill the newly created vacancy, effective immediately following the expansion of the Board from nine directors to ten directors on February 1, 2023. The Board has determined that Ms. Edwards is “independent” as defined under NYSE and the Securities Exchange Act of 1934, as amended.


			Director Effective February 1, 2023
			Age: 66
			Other Public Company Boards: Standex International Corporation

B. Joanne Edwards

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

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.

ATKORE 2022 PROXY STATEMENT 11

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.

ATKORE 2022 PROXY STATEMENT 12

Director Compensation

Our non-employee directors were paid an annual retainer fee of $90,000, 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 $100,000, 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 $10,000. For the 2023 Board Calendar, the annual cash retainer for all directors will be increased to $100,000, the chairman's additional cash retainer will be increased to $140,000 and the chair of the Nominating and Governance Committee's additional cash retainer will be increased to $15,000.

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 determined at the time of grant, which for the 2022 Board Calendar year was equal to $140,000. RSUs will generally be subject to a one-year vesting schedule based on the director’s continued service.

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, 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:


Participants			Retention Percentage
Non-employee Directors			100%

The compensation paid to our non-employee directors quantified in the table below reflects payments and grants made by the Company during fiscal year 2022.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Michael V. Schrock	190,000	140,035	—	330,035
A. Mark Zeffiro	90,000	140,035	—	230,035
Jeri L. Isbell	90,000	140,035	—	230,035
William R. VanArsdale	105,000	140,035	—	245,035
Scott H. Muse	100,000	140,035	—	240,035
Justin A. Kershaw	90,000	140,035	—	230,035
Wilbert W. James, Jr.	90,000	140,035	—	230,035
Betty Johnson	110,000	140,035	—	250,035

(1)Each of the Company's Directors was granted 1,491 RSUs at a per share grant date value of $93.92. The amount above reflects the grant date fair value of the stock awards, determined in accordance with FASB ASC Topic 718. See Note 5 "Stock Incentive Plan" to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for additional detail regarding assumptions underlying the valuation of our equity awards.

(2)As of September 30, 2022, the outstanding equity awards held by our non-employee directors included: Mr. Schrock, 1,491; Mr. Zeffiro, 12,451; Ms. Isbell, 23,342; Mr. VanArsdale, 23,342; Mr. Muse, 23,342; Mr. Kershaw, 15,730; Mr. James, 15,730; and Ms. Johnson, 14,009.

ATKORE 2022 PROXY STATEMENT 13


			PROPOSAL 1: ELECTION OF DIRECTORS

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 2024 Annual Meeting and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

•Jeri L. Isbell

•Wilbert W. James, Jr.

•Betty R. Johnson

•Justin A. Kershaw

•Scott H. Muse

•Michael V. Schrock

•William R. VanArsdale

•William E. Waltz, Jr.

•A. Mark Zeffiro

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 November 30, 2022.

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.


ü			OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED.

ATKORE 2022 PROXY STATEMENT 14


			Director Since: 2015
			Age: 65
			Other Public Company Boards: SiteOne Landscape Supply Inc.
			Board Committees: Human Resources & Compensation; Nominating & Governance

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. 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.


			Director Since: 2017
			Age: 66
			Other Public Company Boards: Cornerstone Building Brands
			Board Committees: Audit, Nominating & Governance

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 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.

ATKORE 2022 PROXY STATEMENT 15


			Director Since: 2018
			Age: 64
			Other Public Company Boards: None currently
			Board Committees: Audit, Executive

BETTY R. JOHNSON

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

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.


			Director Since: 2017
			Age: 61
			Other Public Company Boards: None currently
			Board Committees: Audit, Human Resources & Compensation

JUSTIN A. KERSHAW

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

Mr. Kershaw became a director in 2017. After retiring from his role as Corporate Vice President and Chief Information Officer of Cargill, Incorporated, a leading provider of food, agricultural, financial and industrial products in April of 2022, Mr. Kershaw has 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 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.

ATKORE 2022 PROXY STATEMENT 16


			Director Since: 2015
			Age: 65
			Other Public Company Boards: None currently
			Board Committees: Audit, Executive, Nominating & Governance

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 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.


			Director Since: 2018
			Age: 69
			Other Public Company Boards: Plexus Corporation
			Board Committees: Executive

MICHAEL V. SCHROCK

Senior Operating Advisor of Oak Hill Capital Partners

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.

ATKORE 2022 PROXY STATEMENT 17


			Director Since: 2015
			Age: 71
			Other Public Company Boards: None currently
			Board Committees: Executive, Human Resources & Compensation; Nominating & Governance

WILLIAM R. VANARSDALE

Retired, Group President of Eaton Corporation plc

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.


			Director Since: 2018
			Age: 58
			Other Public Company Boards: Quanex Building Products Corporation
			Board Committees: Executive

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) 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.

ATKORE 2022 PROXY STATEMENT 18


			Director Since: 2015
			Age: 56
			Other Public Company Boards: None currently
			Board Committees: Audit, Human Resources & Compensation

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.

ATKORE 2022 PROXY STATEMENT 19


			EXECUTIVE OFFICERS AND COMPENSATION

The following pages set forth certain information concerning our executive officers as of November 30, 2022.


			President and Chief Executive Officer, Director
			Officer Since: 2013
			Age: 58

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").


			Vice President, Chief Financial Officer & Chief Accounting Officer
			Officer Since: 2018
			Age: 55

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.

ATKORE 2022 PROXY STATEMENT 20


			Vice President, General Counsel & Corporate Secretary
			Officer Since: 2013
			Age: 62

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.


			President, Security & Infrastructure Business Unit
			Officer Since: 2019
			Age: 56

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.

ATKORE 2022 PROXY STATEMENT 21


			President, Electrical Business Unit
			Officer Since: 2020
			Age: 52

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.


			Vice President, Global Human Resources
			Officer Since: 2019
			Age: 51

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.

ATKORE 2022 PROXY STATEMENT 22

Compensation Discussion and Analysis

The Compensation Discussion and Analysis section discusses and analyzes the executive compensation program for our named executive officers for fiscal year 2022. We refer to these individuals below collectively as the “named executive officers,” or “NEOs.”


Name			Title
William E. Waltz, Jr.			President & Chief Executive Officer
David P. Johnson			VP, Chief Financial Officer & Chief Accounting Officer
Daniel S. Kelly			VP, General Counsel & Corporate Secretary
Mark F. Lamps			President, Safety & Infrastructure Business Unit
John W. Pregenzer			President, Electrical Business Unit

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 2022, 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, a robust clawback policy and an independent Human Resources & Compensation Committee.

Compensation during fiscal year 2022 was directly tied to our strong performance during the year.

ATKORE 2022 PROXY STATEMENT 23

Fiscal Year 2022 Business Results

Atkore achieved record financial results for the fiscal year ended September 30, 2022. The Company delivered these results despite global economic volatility and supply chain challenges in the non-residential construction industry. Through decisive actions and strong operational execution, the Company delivered the following value-creating results:

▪Net sales for fiscal 2022 increased $985.9 million to $3,913.9 million, an increase of 33.7%, compared to $2,928.0 million for fiscal 2021;

▪Net income per diluted share increased by 66.5% to $20.30 from $12.19;

▪Gross profit for fiscal 2022 increased $514.4 million to $1,640.0 million, an increase of 45.7%, compared to $1,125.6 million for fiscal 2021;

▪Net income increased $325.6 million to $913.4 million for fiscal 2022, an increase of 55.4%, as compared to $587.9 million for fiscal 2021;

▪During fiscal 2022, operating activities provided $786.8 million of cash, compared to $572.9 million during fiscal year 2021.

Atkore’s increase in net sales in fiscal 2022 is primarily attributed to increased average selling prices of $996.2 million, which were mostly driven by the plastic pipe and conduit category within the Electrical segment and increased net sales of $96.4 million due to the acquisitions of either the stock or assets of Four Star Industries, LLC, SASCO Tubes & Roll Forming Inc., Talon Products, LLC, United Poly Systems, LLC, Cascade Poly Pipe & Conduit and Northwest Polymers. 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 products, has begun to decline from historic highs. 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, 2022.

Fiscal Year 2022 Compensation Actions

During fiscal year 2022, the Company took the following key compensation actions:

▪Fiscal year 2022 Annual Incentive Plan performance against the goals established by the Human Resources and Compensation Committee early in the fiscal year resulted in short term incentive funding between 200.0% and 225.5% of target for our named executive officers. See “Annual Incentive Plan Compensation” on page 29 for more information on the Company’s performance during the fiscal year.

▪Fiscal year 2020 - 2022 Performance Share Plan achieved 175% payout versus target. This payout is based on a significant above target achievement on both rTSR (defined below) and adjusted net income relative to performance goals established at the beginning of the performance period. Our stockholder return versus our rTSR peer group over the past three years was at the 96th percentile of our rTSR comparator group.

▪During fiscal year 2022, the composition of Mr. Waltz's long-term incentive equity grants was changed such that for fiscal years beginning in 2022 he would receive annual equity grants in the same mix as other senior executives. For fiscal year 2022, his long-term incentive was allocated 25% of the dollar value of the grant in stock options, 25% of the dollar value of the grant in RSUs and 50% of the dollar value in Performance Share Units ("PSUs"). The dollar value of Mr. Waltz's equity grant for fiscal year 2022 was $3,800,000.

▪At our 2022 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 2021. The Committee viewed this result of the fiscal year 2021 advisory vote as supportive of our compensation philosophy and our executive compensation program and did not make any changes to the program as a result of the say-on-pay vote results.

ATKORE 2022 PROXY STATEMENT 24

▪Given the Company's substantial revenue growth and the expectation that the Company's revenue will remain at fiscal year 2022 levels with the potential for moderate growth in the foreseeable future, the Company and the Human Resources & Compensation Committee engaged FW Cook to refine the peer group against which the company will conduct benchmarking analysis. The objectives of the review were to right-size the peer group to include companies of similar scope and complexity and mitigate the need for additional changes to the peer group in future years. In developing proposed changes to the peer group, FW Cook reviewed companies of similar revenue and market capitalization size; similarity of industry or products of potential peer companies; and entities that we considered to be peers for business and/or talent. The peer group used for fiscal year 2022 consists of 18 companies with Atkore's revenue positioned near the median. Considering Company and individual performances, market data for the new peer group and the Company's stated compensation philosophy, the Committee increased compensation levels for fiscal year 2022 by 3.0% to 17.6% to more closely align with the market median.

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:

▪Aligned with stockholder interests - The interests of executives should align with the interests of our stockholders by using performance measures that correlate well with the creation of stockholder value. Our short-term and long-term incentive plans are both designed to use financial performance measures that correlate well with stockholder value.

▪Performance based - A significant portion of compensation should be at risk and tied to corporate, business unit and/or individual performance. At risk compensation is only paid based on the achievement of specific pre-established performance goals and/or an increase in Atkore's stock price. Annual incentive payouts are subject to further adjustment based upon business unit and/or individual performance. We also view stock options, which only have value if our stock price rises, as inherently performance-based and at risk even when vesting is based solely on continued service. 68% of our CEO's target compensation is at-risk based on financial, stock price, relative total stockholder return ("rTSR") and/or individual performance.

▪Balanced - Compensation plan designs promote a balance between annual and long-term business results. While we believe the creation of long-term stockholder value is extremely important, we also believe that the achievement of our annual goals is the best way to contribute to our sustainable, long-term success.

ATKORE 2022 PROXY STATEMENT 25

▪Market-Competitive - The total compensation package is competitive with the general industry and our compensation peer group and is at a level that is appropriate to attract, retain and motivate highly qualified executives capable of leading Atkore as it continues to increase in size and complexity. Base salary and short-term incentives provide a competitive annual total cash compensation opportunity in the short term and equity incentives provide a competitive opportunity over the long term. These elements serve to support our desire to attract and retain executive talent and are reviewed for competitiveness annually. We believe that we can compete successfully for talent by targeting total compensation (i.e., base salary, annual incentives and long-term incentives) at market median levels, with the opportunity to earn more or less than median levels based on our performance.

▪Supportive of our mission and values - Compensation supports our mission to be the customers’ first choice by providing unmatched quality, delivery, and value based on sustainable excellence in strategy, people and process. We inherently believe that we are most successful when we focus on living our values of accountability, teamwork, integrity, respect and excellence. We achieve this goal primarily by having annual incentives that can decrease or increase based on the subjective assessment of non-financial performance goals linked to our mission and values.

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:

▪Corporate Performance - The Annual and Long-term Incentive Plans ("AIP" & "LTIP") are designed to reward the achievement of annual as well as long-term financial and non-financial goals. These goals are included in the annual operating plan and strategic forecasts prepared by management and approved by our board. The incentive plans design and performance metrics apply to all executives and most other employees who are eligible for annual bonuses and long-term incentive payouts.

▪Business Unit Performance - The CEO reviews the performance of each business unit based on the achievement of goals included in our annual operating plan consisting of both financial and non-financial measures. Based on this assessment, the CEO has been delegated the discretion by the Committee to adjust the annual incentive pool upward or downward to reflect the business unit’s performance. In the case of a business unit adjustment impacting an executive, including any of our named executive officers, the Committee will review and approve any such adjustment upon receiving a recommendation from the CEO (other than with respect to his own compensation).

▪Individual Performance - Our performance review process applies to all salaried employees, including the CEO and our other named executive officers. An employee’s performance is evaluated against the expectations of his or her position and the annual operating plan. Individual performance goals are established at the beginning of each fiscal year and individual performance goals are aligned with our annual operating plan. Performance under the plan is evaluated at least annually. An individual's personal performance is scored against his or her goals; this score is referred to as Personal Performance Factor ("PPF"). The PPF is used as a multiplier to the financial performance of the annual incentive plan on an annual basis. For our named executive officers other than the CEO, the CEO will make a recommendation to the Committee for its approval due to his direct supervision of these individuals. For the CEO, these determinations are made by the Committee, subject to the final approval of our board.

ATKORE 2022 PROXY STATEMENT 26

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:

▪definition of the market for executive compensation is tied to our industry compensation peer group and survey data sources;

▪determination of an appropriate pay mix for total direct compensation, consisting of defined levels of base salary, as well as short- and/or long-term incentive opportunities;

▪a direct link between incentives payouts and business results;

▪the requirement that an NEO accumulate and hold stock having a value that represents a meaningful commitment to him or her; and

▪cost-efficient group welfare benefits and retirement plans which are comparable to the plans of peers with which we compete for talent.

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.


What We Do
ü			Deliver a significant percentage of target total direct compensation in the form of variable compensation tied to performance
ü			Provide an appropriate mix of short-term and long-term compensation
ü			Require stock ownership and retention of a significant portion of equity-based awards
ü			Provide limited perquisites
ü			Engage an independent compensation consultant
ü			Allow the Company to recoup incentive compensation for executive officers through a clawback policy
ü			"Double Trigger" change in control vesting provisions
What We Don't Do
x			Gross-up excise taxes that may become due on change in control payments and benefits
x			Provide incentives that encourage excessive risk-taking
x			Guarantee incentive awards for executive officers
x			Allow hedging, pledging or short sales of our securities by our officers and directors
x			Discount or reprice stock options

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.

ATKORE 2022 PROXY STATEMENT 27

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 2022, 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 2022 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 2021, as disclosed in our 2021 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 2021 advisory vote as supportive of our compensation philosophy. In light of these results, for fiscal year 2022, 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 considers 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 2022. See page 30 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 2022, 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 2022, 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. The peer group developed by FW Cook and approved by our Committee for use in setting fiscal year 2022 target compensation consists of the following companies:


Acuity Brands, Inc			Lincoln Electric (1)
Advanced Drainage Systems			Littelfuse, Inc.
Apogee Enterprises, Inc.			Masonite International Corporation
Belden Inc.			nVent
Crane Holdings, Co. (1)			Regal Beloit Corporation
EnerSys			Rexnord Corporation
Generac Holdings			Sensata Technologies (1)
Gibraltar Industries, Inc.			Simpson Manufacturing Co.
Hubbell Inc.			Valmont Industries

(1)Crane Holdings, Co., Lincoln Electric Holdings, Inc. and Sensata Technologies, Inc. were added to the peer group used to establish fiscal year 2022 target compensation. Armstrong World Industries, Inc., AZZ Incorporated and Quanex Building Products Corporation were removed from the peer group due to relative size profile versus Atkore.

ATKORE 2022 PROXY STATEMENT 28

As of October 2021 (the beginning of fiscal year 2022), our revenue approximated the median to 75th percentile of the fiscal year 2022 peer group and our market capitalization approximated the 25th percentile to median of the fiscal year 2022 peer group.

In May 2022, the Committee approved changes to the compensation peer group for use in fiscal year 2023 compensation planning. Eight companies were removed and nine were added with these changes intended to reflect Atkore’s growth from $2.9 billion to $3.9 billion in revenue for fiscal year 2022 which positioned our revenue near the median of the updated peer group. The table below outlines the companies that will be removed and added to our peer group for compensation planning purposes for fiscal year 2023 and beyond:


A.O. Smith Corporation (2)			Lincoln Electric Holdings, Inc.
Acuity Brands, Inc.			Littelfuse, Inc. (1)
Advanced Drainage Systems (1)			Masonite International Corporation (1)
Apogee Enterprises, Inc. (1)			nVent Electric
Belden Inc. (1)			Pentair Plc (2)
Carlisle Companies Incorporated (2)			Regal Rexnord Corporation
Crane Holdings, Co.			Sensata Technologies, Inc.
EnerSys			Simpson Manufacturing Co. (1)
Flowserve Corporation (2)			Timken Company (2)
Generac Holdings			Valmont Industries
Gibraltar Industries, Inc. (1)			Vertiv Holdings (2)
Hubbell Inc.			Xylem Inc. (2)
JELD-WEN Holdings, Inc. (2)			Zurn Elkay Water Solutions (1)
Lennox International Inc. (2)

(1)Represents companies that have been removed from the peer group for fiscal year 2023 and beyond.

(2)Represents companies that have been added to the peer group for fiscal year 2023 and beyond.

Elements of Compensation

For fiscal year 2022, the principal components of compensation for our named executive officers were the following, each as described in greater detail below:

•base salary;

•annual incentive compensation paid in the form of cash bonuses;

•long-term equity incentive compensation in the form of stock options, RSUs and PSUs; and

•other benefits (primarily our retirement savings plan and our group health and welfare plans).

During fiscal year 2022, 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 2022 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 2022 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 current role and individual performance.

ATKORE 2022 PROXY STATEMENT 29

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 2022, decisions regarding executive salaries were determined primarily by a review of salary data using the 2022 peer group data prepared by FW Cook, with additional consideration given to individual performance, tenure, experience, and internal equity.

All of the NEOs shown below received larger than usual base pay increases based on the Company's exceptional performance and targeted median levels of the peer group data. The table below outlines the various base salary rates in effect during fiscal year 2022:


Name	Prior Base Salary		Current Base Salary		% Increase from FY 2021 to FY 2022
William E. Waltz, Jr.	$	850,000	$	1,000,000	17.6	%
David P. Johnson	$	510,000	$	525,000	3.0	%
Daniel S. Kelly	$	412,000	$	450,000	9.2	%
Mark F. Lamps	$	399,000	$	439,000	10.0	%
John W. Pregenzer	$	399,000	$	439,000	10.0	%

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 goals.

For fiscal year 2022, the financial metrics applicable to the named executive officers were weighted as follows:


Metric	CEO and Other Executive Officers (%)	BU Presidents (%)
Atkore Adjusted EBITDA	80	60
Atkore Working Capital Days	20	—
Business Unit Adjusted EBITDA	—	20
Business Unit Working Capital Days	—	20

For fiscal year 2022, the AIP metric weighting for our Business Unit Presidents was changed from the prior year. A heavier emphasis was placed on Atkore Adjusted EBITDA; the weighting was increased to 60% from 40% while the Business Unit Adjusted EBITDA weighting was decreased to 20% from 40%. This change was made to better facilitate a one Atkore philosophy while still holding executives accountable for performance at the BU level.

For fiscal year 2022, 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.


	Minimum (1)		Target		Maximum
Personal Performance Factor	80	%	100	%	120	%

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

ATKORE 2022 PROXY STATEMENT 30

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 2022 and our actual performance during the year are outlined below ($ in millions):


Metric	Threshold			Target			Maximum			Actual
Atkore Adjusted EBITDA	$	543.8		$	679.8		$	979.8		$	1,341.8
Atkore Working Capital Days	70.7			66.1			59.5			70.2
BU Adjusted EBITDA:
Safety & Infrastructure	$	91.4		$	114.3		$	142.9		$	138.4
Electrical	$	516.6		$	645.8		$	937.2		$	1,273.4
BU Working Capital Days:
Safety & Infrastructure	63.8			59.6			53.6			76.0
Electrical (1)	74.3			69.4			62.5			68.1
Payout Percentage	50		%	100		%	250		%

(1)Electrical Business Unit Working Capital Days metric and targets shown are the sum total of our North American Electrical business.

The significant increase in Adjusted EBITDA versus targeted levels is primarily attributed to a continued increase in net sales and pricing of PVC products, which were mostly driven by the plastic pipe and conduit category within the Electrical business unit. 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 exact time frame is uncertain.

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 2022, 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 2022 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 2022 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.

ATKORE 2022 PROXY STATEMENT 31

"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 within the target.

Fiscal Year 2022 AIP Bonus Summary

The calculations of the actual bonuses earned by our NEOs for fiscal year 2022 is outlined below:


Named Executive Officer	Target Bonus Opportunity (A)		Bonus Payout % before Personal Performance Factor (B)		Valued Earned Based on EBITDA & WCD Metric Performance (A * B)		Personal Performance Factor (%) (C)		Final Bonus Earned after Application of Personal Performance Factor (A * B) * C
William E. Waltz Jr.	$	1,200,000	211.1	%	$	2,532,814	105	%	$	2,659,455
David P. Johnson	$	393,750	211.1	%	$	831,080	105	%	$	872,634
Daniel S. Kelly	$	315,000	211.1	%	$	664,864	104	%	$	691,459
Mark F. Lamps	$	307,300	200.0	%	$	614,600	106	%	$	651,476
John W. Pregenzer	$	307,300	225.5	%	$	693,054	107	%	$	741,568

Long-Term Incentives

During fiscal year 2022, we compensated our named executive officers with equity compensation consisting of stock options, RSUs and PSUs:

▪Our CEO, Mr. Waltz's long-term incentive equity grants mix was changed such that for fiscal years beginning in 2022 he would receive annual grants in the same mix as other senior executives. As such, Mr. Waltz's long-term incentive was allocated based on dollar value of the grant in the following percentages: 25% to stock options, 25% to RSUs and 50% to PSUs. The dollar value of Mr. Waltz equity grant for fiscal year 2022 was $3,800,000. Prior to fiscal year 2022, upon his promotion to CEO in fiscal year 2019, Mr. Waltz was granted a one-time stock option grant valued at $3,000,000. This stock option grant was sized to represent the stock option portion of his annual equity grants for fiscal years 2019, 2020 and 2021.

▪Stock options are granted with an exercise price equal to the fair market value (closing price) of our shares on the date of grant, vest ratably over three years and have a term of ten years. We compensate our named executive officers with stock options because we view stock options as inherently performance-based because they only deliver value if our stock price increases from the time of grant.

▪An RSU represents a right to receive a share of Company common stock in the future, if and when the RSU vests. All RSUs granted as part of our annual grant processes vest ratably over three years. We compensate our named executive officers with service-vesting RSUs to provide additional incentives based on the performance of our stock price and to retain our named executive officers during the vesting period.

ATKORE 2022 PROXY STATEMENT 32

▪A PSU represents a right to receive a share of Company common stock in the future, if and when the PSU vests. Each award of PSUs is denominated in a target number of our shares, with the number of shares that may be earned ranging from 0% to 175% of the target number based on actual performance against the performance metrics. PSUs vest based on achievement of the following performance criteria, measured during a period of the three fiscal years commencing on October 1, 2020: (i) 50% of each PSU award vests based on the total stockholder return of our common stock relative to a group of comparable companies ("performance peer group" as described below) (rTSR) as specified in the PSU award agreement, and (ii) 50% of each PSU award vests based on achievement of cumulative adjusted net income ("NI") relative to internally-established goals.

•"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 2022 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.

•We grant PSUs to our named executive officers in order to provide incentives to achieve corporate goals that are important to us and our stockholders and to provide appropriate rewards to our executives for achieving those goals. Payout levels for each PSU metric is shown in the chart below:

Internal Performance Metric (NI)

External Performance Metric (rTSR)

Performance Level

% Achievement vs. Target

% of Target Payout

Performance Level

Relative TSR Percentile

% of Target Shares Vesting (1)

Below Threshold Payout

< 80% of Target

—%

Below Threshold Payout

< 25th Percentile

—%

Threshold Payout

80% of Target

50%

Threshold Payout

25th Percentile

50%

Target Payout

100% of Target

100%

Target Payout

50th Percentile

100%

Maximum Payout

>= 125% of Target

200%

Maximum Payout

>= 75th Percentile

150%

(1)Vesting for rTSR component limited to 100% of target if Atkore absolute TSR for the Performance Period is negative

The rTSR performance peer group is determined annually and for fiscal year 2022 was comprised of 92 companies. This group is determined based on the following objective criteria:

▪Companies that are constituents of the Russell 3000 Index

▪Companies that are traded on U.S. stock exchanges

▪Companies in the Capital Goods Industry Group (GICS 2010), the Steel Industry (GICS 15104050), the Commodity Chemicals Industry (GICS 15101010) and are a part of our executive compensation peer companies

▪Companies with revenue ranging from $1.0 billion to $6.0 billion

▪Companies with market capitalization ranging from $1.0 billion to $13.0 billion

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 43.

ATKORE 2022 PROXY STATEMENT 33

In fiscal year 2022, 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):


	Equity Awards
Name	Stock Options ($)	RSU ($)	PSU ($)	Total ($)
William E. Waltz Jr.	950,000	950,000	1,900,000	3,800,000
David P. Johnson	275,000	275,000	550,000	1,100,000
Daniel S. Kelly	150,000	150,000	300,000	600,000
Mark F. Lamps	175,000	175,000	350,000	700,000
John W. Pregenzer	187,500	187,500	375,000	750,000

Payout Under the 2020-2022 PSU Performance Cycle

For grants issued in fiscal year 2020, 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 AON Consulting using the closing price of Atkore stock on the date of grant.

For the 2020-2022 performance cycle, our overall performance resulted in a payout of 175.0% of the target award, as illustrated in the table below. Our net income was achieved at 342.5% of target, resulting in a net income payout of 200.0% of target. Our rTSR performance over the 3-year performance cycle beginning in 2020 and ending in 2022 was 161.4% . This level of achievement placed Atkore at the 96th percentile of the performance peer group, resulting in a rTSR payout of 150.0% of target.

Performance Cycle

Net Income Performance (50% Weighting)

rTSR Performance (50% Weighting)

Overall Payout % vs. Target

Achievement %

Payout %

Percentile Rank

Payout %

2020 - 2022

343%

200%

96th

150%

175%

The maximum achievement and payout of Adjusted Net Income versus targeted levels is directly attributed to the increase in net sales which were mostly driven by the plastic pipe and conduit category within the Electrical business unit. The rTSR component of the performance plan payout is solely driven by company performance versus a 92 member peer set of companies that are of similar size based on revenue and market capitalization and are within the same general industries as Atkore.

Named Executive Officer PSU Distribution

Based on the final payout of 175.0%, the NEOs received the following number of shares of Atkore common stock:


Named Executive Officer	Target Award (# of Shares)	Final Award (# of Shares)
William E. Waltz Jr.	35,246	62,436
David P. Johnson	8,038	14,239
Daniel S. Kelly	6,183	10,953
Mark F. Lamps	6,183	10,953
John W. Pregenzer	5,565	11,282

Additional information regarding the payouts under the 2020-2022 PSU performance cycle is provided in the Options Exercised and Stock Vested table on page 42.

ATKORE 2022 PROXY STATEMENT 34

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 the 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 38 and 43 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 2022, 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).

ATKORE 2022 PROXY STATEMENT 35

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 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:


Participant			Retention Percentage
Chief Executive Officer			75%
All Other Executive Officers			50%

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 incentive compensation received during the three completed fiscal years immediately preceding the date on which Atkore is required to prepare an accounting restatement.

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, RSUs and PSUs. 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

In light of the repeal of the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code, the Human Resources & Compensation Committee may authorize compensation that is not deductible if it is determined to be appropriate and in the best interests of the Company and our stockholders.

ATKORE

SEC Form DEF 14A filed by Atkore Inc.