atkr-20241213

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 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting").

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

▪To approve of adoption of the Fourth Amended and Restated Certificate of Incorporation to, among other things, limit the liability of certain officers of the Company as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.

▪To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.

▪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 December 6, 2024 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 December 6, 2024 will receive a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and may vote at the Annual Meeting of Stockholders. Such stockholders will also receive notice of any postponements or adjournments of the meeting. The Notice of Internet Availability is being distributed to stockholders on or about December 13, 2024.


			By Order of the Board of Directors,

			Daniel S. Kelly
			Vice President, General Counsel & Corporate Secretary
			December 13, 2024

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 30, 2025

The proxy statement and annual report to stockholders are available at

www.proxyvote.com or www.investors.atkore.com/overview

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are pleased to provide access to our proxy materials over the Internet to all of our stockholders rather than in paper form. Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") has been mailed to our stockholders on or about December 13, 2024. Stockholders will have the ability to access the proxy materials on the websites listed above, or to request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. By furnishing a Notice of Internet Availability and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual meeting.

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

TABLE OF CONTENTS


			Page
Proxy Statement Summary			1
Corporate Governance at Atkore			4
Key Governance Materials, including Insider Trading Policies			4
Environment, Social & Governance			5
About the Board of Directors			7
Board Committees & Related Matters			8
Risk Oversight			11
Selection of Nominees for Election & Board Skills and Attributes			11
Director Compensation			13
Proposal 1: Election of Directors			14
Executive Officers & Compensation			20
Executive Officers			20
Compensation Discussion & Analysis			24
Human Resources & Compensation Committee Report			38
Executive Compensation Tables			39
CEO Pay Ratio			46
Pay versus Performance			47
Delinquent Section 16(a) Reports			51
Security Ownership of Certain Beneficial Owners & Management			52
Proposal 2: Advisory Vote to Approve Executive Compensation			54
Proposal 3: Adoption of Restated Certificate of Incorporation			55
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm			57
Pre-Approval Process			58
Audit and Related Fees			58
Report of the Audit Committee			59
Certain Relationships & Related Party Transactions			60
Questions & Answers about the Annual Meeting			61
Other Business			66
Appendix A: Proposed Fourth Amended and Restated Certificate of Incorporation			67
Proxy Card, Notice of Internet Availability			72


			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 30, 2025 at

8:00 a.m. (ET)

Hilton Atlanta Marietta

500 Powder Springs St.

Marietta, GA 30064

December 6, 2024

On or about

December 13, 2024

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 64

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 61 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	54
Proposal 3	Adoption of Fourth Amended and Restated Certificate of Incorporation	ü FOR	55
Proposal 4	Ratification of Selection of Independent Registered Public Accounting Firm	ü FOR	57

In this Proxy Statement, “we,” “our,” “us,” “Atkore” and the “Company” refer to Atkore, Inc., a Delaware corporation; “Annual Meeting” refers to the 2025 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, 2024.

ATKORE 2025 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, the independent Board members are responsible for Cybersecurity matters, and the full Board is responsible for Risk Management, on which they are briefed every quarter by Company executives.

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

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


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
ü			Insider Trading Policies


			Atkore achieved 3.5% volume growth and returned over 75% of cash flow generated from operating activities to shareholders.

Atkore's financial results for fiscal 2024 are illustrated by the following financial metrics:

▪Net sales for fiscal 2024 decreased $316.7 million to $3,202.1 million, a decrease of 9.0%, compared to $3,518.8 million for fiscal 2023

▪Net income per diluted share decreased to $12.69 from $17.27

ATKORE 2025 PROXY STATEMENT 2

▪Gross profit for fiscal 2024 decreased $261.7 million to $1,077.8 million, a decrease of 19.5%, compared to $1,339.5 million for fiscal 2023

▪Net income decreased $217.0 million to $472.9 million for fiscal 2024, as compared to $689.9 million for fiscal 2023

▪During fiscal 2024, operating activities provided $549.0 million of cash, compared to $807.6 million during fiscal year 2023

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 2025 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 Integrity and Sustainability Standards
ü			Anti-Bribery and Anti-Corporation Policy
ü			Insider Trading Policies

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

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to address significant corporate governance issues. A copy of these guidelines is available at http://investors.atkore.com/investors/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. The Company's Corporate Governance Guidelines limit non-employee directors to no more than four total public company boards. At the August 2024 meeting, the Board unanimously resolved to change the Director Mandatory Retirement Age included in the Corporate Governance Guidelines from the age of 72 to the age of 75.

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 at https://investors.atkore.com/investors/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:

https://investors.atkore.com/investors/governance.

ATKORE 2025 PROXY STATEMENT 4

Insider Trading Policies

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

Environment, Social and Governance

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://www.atkore.com/about-us/esg.

Environment, Health and Safety

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

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

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

Diversity, Equity and Inclusion ("DEI")

We believe that supporting a diverse, equitable and inclusive workplace fosters a culture of openness and is key to achieving our business strategy. Our DEI philosophy, programs and practices helps create a workplace that is welcoming to all and represents diversity of thought, backgrounds and personal experiences, which unlocks an employee’s individual potential and Atkore’s organizational potential. We regularly evaluate our progress on DEI, from the factory floor to the executive team. Our DEI Steering Committee, in partnership with each facility's site specific DEI Champion, leads many of our programs and internal efforts, evaluating how we can continue to improve and create a more inclusive culture. Atkore’s DEI calendar helps us celebrate the diversity of our employees and communities.

ATKORE 2025 PROXY STATEMENT 5

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

Human Capital Management

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 2024, Atkore was recognized as a Great Place to Work-Certified TM company for the fourth year in a row.

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

Atkore is committed to supporting human rights and fair labor practices for our employees, suppliers, contractors and business partners. 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. In 2023, we launched a Human Trafficking Awareness and Prevention Training for our employees.

Data Privacy/Cybersecurity

Strong data privacy and cybersecurity measures are a business imperative. The independent members of our Board of Directors play an important oversight role and review cybersecurity measures quarterly with the Company's executives. Atkore has implemented many policies and procedures to safeguard our business against digital attacks, including multi-factor authentication, third-party tools, a crisis playbook and mandatory monthly training and testing for our employees. Within our IT department, we have a dedicated team responsible for cybersecurity. We have also developed a cyber-dashboard and three-year roadmap informed by the Center for Internet Security framework to guide our short-and-long-term initiatives. Our Board members can participate in the same monthly cybersecurity training and testing as our employees and Mr. Kershaw, as a cybersecurity consultant and the former head of IT and Cybersecurity for Cargill Incorporated, remains well versed in this rapidly evolving and dynamic area and provides his insights to the Board. As the cybersecurity landscape continues to evolve, Atkore will continue to evaluate its policies, procedures and resources accordingly.

ATKORE 2025 PROXY STATEMENT 6

About the Board of Directors

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 four meetings during the fiscal year ended September 30, 2024. Each of our directors attended at least 75% of the total number of meetings of the Board and any committees during the period in which he or she was a director or a member of such committee, as applicable.

Directors are required to attend our annual meetings. All Board members who served as members of the Board at the time of the 2024 Annual Meeting of Stockholders attended last year’s annual meeting.

ATKORE 2025 PROXY STATEMENT 7

Annual Evaluation of the Board, Directors and Committees

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

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.

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

Executive Sessions

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

ATKORE 2025 PROXY STATEMENT 8

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 2024. The Board has a five-year term limit for committee chair positions.

Audit

HR & Compensation

Nominating &
Governance

Executive

Michael V. Schrock

B. Joanne Edwards

Jeri L. Isbell

Wilbert W. James, Jr.

Justin A. Kershaw

Scott H. Muse

William E. Waltz, Jr.

Betty R. Wynn

A. Mark Zeffiro

X-

Number of Meetings

X= Current Committee Member; * = Chair

Each member of the Board was invited to attend any committee meeting, even if he or she was not a member of that committee, and most often this past year, the full Board attended each committee meeting.

Audit Committee

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 addresses the committee's purpose and responsibilities and includes the requirement that there be an annual performance evaluation of the Audit Committee. The charter of our Audit Committee is available at https://investors.atkore.com/investors/governance.

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

ATKORE 2025 PROXY STATEMENT 9

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, if any, 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 at https://investors.atkore.com/investors/governance.

The members of our Human Resources & Compensation Committee are Mses. Isbell and Edwards and Messrs. Kershaw (Chair) and Zeffiro, all of whom are independent directors; therefore, the committee meets all NYSE listing requirements. The written charter of our Human Resources & Compensation Committee addresses the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Human Resources & Compensation Committee.

The Human Resources & Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers. During fiscal year 2024, the committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its senior executive officers, including the named executive officers and non-employee directors. FW Cook is a global professional services company. The Human Resources & Compensation Committee performed an assessment of FW Cook’s independence to determine whether the consultant is independent, taking into account FW Cook’s executive compensation consulting protocols to ensure consultant independence and other relevant factors. Based on that assessment, the Human Resources & Compensation Committee determined that the firm’s work has not raised any conflict of interest and the firm is independent.

Nominating and Governance Committee

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, and overseeing Board evaluations. The charter of our Nominating and Governance Committee is available at https://investors.atkore.com/investors/governance.

The members of our Nominating and Governance Committee are Mses. Isbell (Chair), Edwards and Wynn and Messrs. Muse and James, all of whom are independent directors; therefore, the committee meets all NYSE listing requirements. The written charter of our Nominating and Governance Committee addresses the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Nominating and Governance Committee.

Executive Committee

The Executive Committee is responsible, among its other duties and responsibilities, for assisting the Board with its responsibilities 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 at https://investors.atkore.com/investors/governance. The members of our Executive Committee are Messrs. Schrock (Chair), Kershaw and Waltz and Mses. Isbell and Wynn.

Human Resources & Compensation Committee Interlocks and Insider Participation

During fiscal year 2024, our Human Resources & Compensation Committee was comprised of Mses. Isbell and Edwards and Messrs. Kershaw (Chair) and Zeffiro. No member of our Human Resources & Compensation Committee was a former or current officer or employee of the Company or any of its subsidiaries in fiscal year 2024. In addition, none of our executive officers served as a director or as a member of the Human Resources & Compensation Committee of a company that had an executive officer serve as a director or as a member of our Human Resources & Compensation Committee.

ATKORE 2025 PROXY STATEMENT 10

Risk Oversight

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

Selection of Nominees for Election to the Board

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

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

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

ATKORE 2025 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.

ATKR-SPJ-Board Skill and Diversity Matrix 2025 - Updated Dec 12.jpg

ATKORE 2025 PROXY STATEMENT 12

Director Compensation

Our non-employee directors were paid an annual retainer fee of $100,000, which was paid on a quarterly basis at the beginning of the "Board Calendar" year, which begins as of the date of the annual meeting of stockholders each year. In addition, the chair of the Board received an additional cash retainer of $140,000, the chair of the Audit Committee received an additional annual cash retainer of $20,000, the chair of the Human Resources & Compensation Committee received an additional annual cash retainer of $15,000 and the chair of the Nominating and Governance Committee received an additional annual cash retainer of $15,000.

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

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

The Board has adopted stock ownership guidelines for its members. The Board believes that setting these ownership guidelines will enhance directors’ alignment with other stockholders. The Committee expects that these ownership guidelines will be met over time and intends to review director stock ownership levels on an annual basis, but has not yet adopted any specific time frame for directors to meet the ownership guidelines. Under the ownership guidelines, members of the Board are expected to hold stock valued at five times the annual cash retainer. The annual cash retainer is currently set at $100,000, resulting in a current expectation to hold stock valued at $500,000.

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

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


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Michael V. Schrock	240,000	149,968	920	390,888
A. Mark Zeffiro	100,000	149,968	11,462	261,430
Jeri L. Isbell	115,000	149,968	24,430	289,398
B. Joanne Edwards	100,000	149,968	920	250,888
Scott H. Muse	100,000	149,968	21,938	271,906
Justin A. Kershaw	115,000	149,968	16,051	281,019
Wilbert W. James, Jr.	100,000	149,968	14,616	264,584
Betty R. Wynn	120,000	149,968	15,452	285,420

(1)Each of the Company's Directors was granted 956 RSUs at a per share grant date value of $156.87. 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, 2024, for additional detail regarding assumptions underlying the valuation of our equity awards.

(2)As of September 30, 2024, the outstanding equity awards held by our non-employee directors included: Mr. Schrock, 963; Mr. Zeffiro, 12,004; Ms. Isbell, 25,585; Ms. Edwards, 963; Mr. Muse, 22,975; Mr. Kershaw, 16,809; Mr. James, 15,307; and Mrs. Wynn, 16,183. All of the shares reported include matching dividend equivalent units (DEU) equal to the value of Atkore's quarterly dividend payments throughout the fiscal year. The amounts shown in the table above for each director is the aggregate value of all DEU's accumulated on outstanding shares as of 3/15/2024, 5/31/2024, and 8/30/2024.

ATKORE 2025 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 2026 Annual Meeting and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

•B. Joanne Edwards

•Jeri L. Isbell

•Wilbert W. James, Jr.

•Justin A. Kershaw

•Scott H. Muse

•Michael V. Schrock

•William E. Waltz, Jr.

•Betty R. Wynn

•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 December 6, 2024.

REQUIRED VOTE

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


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

ATKORE 2025 PROXY STATEMENT 14


			Director Since: 2023
			Age: 68
			Other Public Company Boards: Standex International Corporation
			Board Committees: Human Resources & Compensation; Nominating & Governance

B. JOANNE EDWARDS

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

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

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


			Director Since: 2015
			Age: 67
			Other Public Company Boards: SiteOne Landscape Supply Inc.
			Board Committees: Human Resources & Compensation; Nominating & Governance; Executive

JERI L. ISBELL

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

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

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

ATKORE 2025 PROXY STATEMENT 15


			Director Since: 2017
			Age: 68
			Other Public Company Boards: None currently
			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 Cornerstone Building Brands (private). He holds a B.S. in Mechanical Engineering Technology from Old Dominion University.

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


			Director Since: 2017
			Age: 63
			Other Public Company Boards: None currently
			Board Committees: Audit, Human Resources & Compensation; Executive

JUSTIN A. KERSHAW

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

Mr. Kershaw became a director in 2017. In March 2023, he founded and is currently president of FourCorners Cyber, a cybersecurity consulting services company focused on the continual improvement of its clients' information security posture. Mr. Kershaw was the Corporate Vice President and Chief Information Officer of Cargill, Incorporated, a leading provider of food, agricultural, financial and industrial products until his retirement in April of 2022. Mr. Kershaw has also served as an advisor and coach in Accenture plc's Luminary Program. Prior to Cargill, he was the Senior Vice President and CIO at the Industrial Sector of Eaton Corporation. Earlier, while the CIO of W.L. Gore and Associates, he also served as an original member of the State of Delaware’s Information Technology Investment Council. Mr. Kershaw serves as a Board Advisor to the University of Minnesota's Carlson School of Data and Information Sciences and was the founding Cybersecurity Chairperson of the North American Meat Institute (NAMI), where he still serves on the cybersecurity committee. He holds a B.A. in Economics from LaSalle University.

Qualifications: Mr. Kershaw’s global work experience in the broad technology sector provides the Board with insight into various international operational, technology and strategic issues the Company encounters and his cybersecurity counseling provides the Board with awareness into this rapidly evolving and dynamic area.

ATKORE 2025 PROXY STATEMENT 16


			Director Since: 2015
			Age: 67
			Other Public Company Boards: None currently
			Board Committees: Audit, 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 served on electrical industry association boards, including the Board of Governors of the American Lighting Association (ALA) and the National Electrical Manufacturers Association (NEMA) - Lighting Board of Governors. In addition, he served on nonprofit boards with national relevance in the areas of performing arts, children's museum and the YMCA, providing strategic, financial and governance leadership. Mr. Muse holds a B.S. in Business Administration from Georgia Southern University.

Qualifications: Mr. Muse’s extensive knowledge and experience in business, leadership, sales, marketing and operations management provide our Board with insight into the challenges and opportunities in the electrical manufacturing sector.


			Director Since: 2018
			Age: 71
			Other Public Company Boards: Plexus Corporation
			Board Committees: Executive

MICHAEL V. SCHROCK

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

Mr. Schrock became a director in May 2018 and has served as Chairman of our Board of directors since August 2018. From 2014 to 2024, Mr. Schrock served as a senior operating advisor of Oak Hill Capital Partners. He retired in 2013 from Pentair LLC, a global water, fluid, thermal management, and equipment protection company. Mr. Schrock began his Pentair career in 1998, where he most recently served as President and Chief Operating Officer, beginning in 2006. His other roles at Pentair included President of Water Technologies Americas and President of the Pump and Pool Group and President and COO of Pentair Technical Products. Prior to joining Pentair, Mr. Schrock held numerous senior leadership positions at Honeywell International Inc. He currently serves on the board of directors of Plexus Corporation (NASDAQ: PLXS) and SafeFleet Corporation (private), as well as serving on the Board of Governors of the St. Thomas School of Engineering. Mr. Schrock earned a B.S. from Bradley University and an M.B.A. from the Kellogg School at Northwestern University.

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

ATKORE 2025 PROXY STATEMENT 17


			Director Since: 2018
			Age: 60
			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), a Governor for the National Electrical Manufacturers Association (NEMA) and serves as a National Association of Electrical Distributors (NAED) board member.

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


			Director Since: 2018
			Age: 66
			Other Public Company Boards: Everus Construction Group, Inc.
			Board Committees: Audit, Executive, Nominating & Governance

BETTY R. WYNN

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

Mrs. Wynn became a director in August 2018. Mrs. Wynn was the Senior Vice President and Chief Financial Officer (and was Treasurer until late 2020) of MYR Group Inc., a publicly-traded, North American electrical contractor specializing in transmission, distribution, substation, commercial and industrial construction. She retired from MYR Group in May 2022. Prior to MYR Group, Mrs. Wynn held various executive positions within manufacturing and construction industries, including chief financial officer roles at Faith Technologies, Inc., Sloan Valve Company, and Block and Company, Inc. In addition, Mrs. Wynn has eleven years of audit experience during her tenure at Deloitte & Touche LLP. Mrs. Wynn previously served on the MYR Group board of directors from 2007 to 2015 before joining the company’s executive leadership team. In addition to serving on Atkore's Board of Directors, Mrs. Wynn serves as a Director of Everus Construction Group, Inc. (NYSE: ECG). Mrs. Wynn earned a bachelor’s degree in business administration from Loyola University, Chicago and is a certified public accountant.

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

ATKORE 2025 PROXY STATEMENT 18


			Director Since: 2015
			Age: 58
			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 2025 PROXY STATEMENT 19


			EXECUTIVE OFFICERS AND COMPENSATION

The following pages set forth certain information concerning our executive officers as of December 6, 2024.


			President and Chief Executive Officer, Director
			Officer Since: 2013
			Age: 60

WILLIAM E. WALTZ, JR.

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


			Vice President, Chief Financial Officer
			Officer Since: August 9, 2024
			Age: 42

JOHN M. DEITZER

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

ATKORE 2025 PROXY STATEMENT 20


			Vice President, Chief Accounting Officer
			Officer Since: August 9, 2024
			Age: 47

JAMES W. ALVEY

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


			Vice President, General Counsel & Corporate Secretary
			Officer Since: 2013
			Age: 64

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.

ATKORE 2025 PROXY STATEMENT 21


			President, Safety & Infrastructure Business Unit
			Officer Since: 2019
			Age: 58

MARK F. LAMPS

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


			President, Electrical Business Unit
			Officer Since: 2020
			Age: 54

JOHN W. PREGENZER

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

ATKORE 2025 PROXY STATEMENT 22


			Vice President, Chief Human Resources Officer
			Officer Since: 2019
			Age: 53

LeANGELA (ANGEL) W. LOWE

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

SEC Form DEF 14A filed by Atkore Inc.