atkr-20251212

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. )

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Check the appropriate box:


o						Preliminary Proxy Statement

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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 ten directors named in this proxy statement to serve until the 2027 Annual Meeting of Stockholders (the "2027 Annual Meeting").

▪To hold a non-binding advisory vote 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, 2026.

▪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 2, 2025 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 2, 2025 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 12, 2025.


			By Order of the Board of Directors,

			Daniel S. Kelly
			Vice President, General Counsel & Corporate Secretary
			December 12, 2025

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 29, 2026

The proxy statement and annual report to stockholders are available at

www.proxyvote.com or https://investors.atkore.com/overview/default.aspx

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 12, 2025. 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
Sustainability			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
Security Ownership of Certain Beneficial Owners & Management			51
Delinquent Section 16(a) Reports			52
Proposal 2: Advisory Vote to Approve Executive Compensation			53
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm			54
Pre-Approval Process			55
Audit and Related Fees			55
Report of the Audit Committee			56
Certain Relationships & Related Party Transactions			57
Questions & Answers about the Annual Meeting			58
Other Business			63
Proxy Card, Notice of Internet Availability			64


			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 29, 2026 at

8:00 a.m. (CT)

Waldorf Astoria Chicago

11 E. Walton Street

Chicago, IL 60611

December 2, 2025

On or about

December 12, 2025

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 60

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 58 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	53
Proposal 3	Ratification of Selection of Independent Registered Public Accounting Firm	ü FOR	54

In this Proxy Statement, “we,” “our,” “us,” “Atkore” and the “Company” refer to Atkore, Inc., a Delaware corporation; “Annual Meeting” refers to the 2026 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 12, 2025.

ATKORE 2026 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 practices ensure that we meet investor expectations and that our actions are aligned with our sustainability efforts in the areas of people, planet, and governance.

The Nominating and Governance Committee of the Board is responsible for oversight of sustainability issues generally. The Committee, and any other Board members present, are informed of progress by management and members of the executive team in a structured format on a quarterly basis. Certain sustainability issues remain under the oversight of specific committees or the full Board. For example, the Human Resources & Compensation Committee maintains oversight of human capital management, the independent Board members oversee 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 diversity and inclusiveness of our workforce and surrounding communities, and to collectively maintain a diversity of skillsets that support our business needs. 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 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			10 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 volume growth for the third consecutive year and returned over 35% of cash flow generated from operating activities to shareholders.

Atkore's financial results for fiscal 2025 are illustrated by the following financial metrics:

▪Net sales for fiscal 2025 decreased $351.7 million to $2,850.4 million, a decrease of 11.0%, compared to $3,202.1 million for fiscal 2024

▪Net income per diluted share decreased to net (loss) per diluted share $(0.45) from net income per diluted share of $12.69

ATKORE 2026 PROXY STATEMENT 2

▪Gross profit for fiscal 2025 decreased $401.7 million to $676.1 million, a decrease of 37.3%, compared to $1,077.8 million for fiscal 2024

▪Net income decreased $488.0 million to a net (loss) of $(15.2) for fiscal 2025, as compared to net income of $472.9 million for fiscal 2024

▪During fiscal 2025, operating activities provided $402.8 million of cash, compared to $549.0 million during fiscal year 2024

Financial Charts 2026 - with callout - edited_.jpg

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 2026 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, 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 Standing 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.

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 Chief Accounting Officer, Corporate Controller, Treasurer, 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, Chief Accounting Officer, corporate officers with financial, accounting and reporting responsibilities, including the Corporate Controller, Treasurer, 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 2026 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, 2025.

Sustainability

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 a summary of our sustainability 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 monitors 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 various 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.

Inclusive Leadership Mindset

At Atkore, we believe that all employees contribute to our success and that our differences make us better. We believe that supporting an inclusive workplace fosters a culture of openness and innovation. Our commitment is embedded throughout the company with a range of programs where all employees feel they belong and are empowered to do their best work.

Engagement, alignment, and well-being are also an integral part of our culture. We have implemented numerous initiatives to attract, develop, and retain high-performing talent. Atkore’s commitment to our people and culture is reflected in the recognition we have received. We are extremely proud to have earned multiple Top Workplace awards and been certified as a Great Place to Work since 2021.

Atkore employees also care deeply about the communities where we live and work. In turn, our teams are actively engaged in volunteer and philanthropic initiatives that positively impact those around us. Each of our employees is encouraged to bring their uniqueness to the Company, which unlocks their individual potential and Atkore’s organizational potential.

ATKORE 2026 PROXY STATEMENT 5

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 2025, Atkore was recognized as a Great Place to Work-CertifiedTM company for the fifth 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 business imperatives. 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 2026 PROXY STATEMENT 6

About the Board of Directors

Director Independence

Our Board determined, after considering all 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 regularly scheduled meetings and six additional meetings during the fiscal year ended September 30, 2025. 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 2025 Annual Meeting of Stockholders attended last year’s annual meeting.

Annual Evaluation of the Board, Directors and Committees

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

ATKORE 2026 PROXY STATEMENT 7

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 ten 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 ten 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 2026 PROXY STATEMENT 8

Board Committees

Our Board maintains certain standing committees, including Audit, Human Resources & Compensation, Nominating & Governance, and Executive. The following table shows the current members and chair of each committee, and the number of meetings held during fiscal year 2025. The Board has a five-year term limit for committee chair positions.

Audit

HR & Compensation

Nominating &
Governance

Executive

Michael V. Schrock

Franklin S. Edmonds, Jr.+

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; + = Appointment effective 11/28/2025

Each member of the Board was invited to attend any regularly scheduled 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. During fiscal year 2025, Mrs. Wynn served as Chairperson of the Audit Committee through the Company's third quarter earnings release, at which time Mr. Zeffiro was appointed as Chairperson at the end of Mrs. Wynn's five-year term. Concurrent with the change in chairperson, Mrs. Wynn was replaced by Mr. Zeffiro on the Executive Committee.

Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee is responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee 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 (Chairperson through the Company's fiscal third quarter earnings release), Messrs. James, Kershaw, Muse and Zeffiro (Chairperson following the Company's fiscal third quarter earnings release) 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 2026 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 2025, 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, Waltz, and Zeffiro and Ms. Isbell. With the appointment of Mr. Zeffiro as Audit Committee Chairperson following the Company's fiscal third quarter earnings release, he became a member of the Executive Committee, replacing Mrs. Wynn at that time.

Human Resources & Compensation Committee Interlocks and Insider Participation

During fiscal year 2025, 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 2025. 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 2026 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. Cybersecurity is overseen by a subset of the full Board, specifically the independent members of the Board, and is reviewed at each quarterly Board meeting. 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 sustainability 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 recommends 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 2026 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 Dec 2026_.jpg

ATKORE 2026 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 $150,000, 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, non-employee directors are provided with an annual equity award of restricted stock units ("RSUs") equal to $150,000 (increasing to $160,000 as of February 1, 2026). These RSUs are generally 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 table below, but they are included in the total units held as reported in the Beneficial Ownership Table on page 51.

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 2025.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Michael V. Schrock	250,000	150,008	2,076	402,084
A. Mark Zeffiro	100,000	150,008	16,525	266,533
Jeri L. Isbell	115,000	150,008	34,297	299,305
B. Joanne Edwards	100,000	150,008	3,028	253,036
Scott H. Muse	100,000	150,008	31,834	281,842
Justin A. Kershaw	115,000	150,008	22,813	287,821
Wilbert W. James, Jr.	100,000	150,008	20,847	270,855
Betty R. Wynn	120,000	150,008	14,784	284,792

(1)Each of the Company's Directors was granted 1,795 RSUs at a per share grant date value of $83.57. 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, 2025, for additional detail regarding assumptions underlying the valuation of our equity awards.

(2)As of September 30, 2025, the outstanding equity awards held by our non-employee directors included: Mr. Schrock, 1,824; Mr. Zeffiro, 13,080; Ms. Isbell, 26,927; Ms. Edwards, 2,805; Mr. Muse, 25,248; Mr. Kershaw, 17,980; Mr. James, 16,448; and Mrs. Wynn, 9,906. 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 12/16/2024, 2/28/2025, 5/28/2025, and 8/29/2025.

ATKORE 2026 PROXY STATEMENT 13


			PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES

The Board has nominated the following 10 individuals, all of whom are currently serving on our Board, for election at the Annual Meeting to serve as directors until the 2027 Annual Meeting and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

•Franklin S. Edmonds, Jr.

•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 2, 2025.

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 2026 PROXY STATEMENT 14


			Director Since: 2025
			Age: 56
			Other Public Company Boards: None currently
			Board Committees: None currently

FRANKLIN S. EDMONDS, JR.

Partner, Covey Hill

Mr. Edmonds became a director on November 28, 2025. He currently serves as a Partner at Covey Hill, an investment firm. Prior to Covey Hill, he served as Head of Research and a Managing Partner at Panning Capital Management. He was previously a Partner at King Street Capital Management, where he was one of four members of the firm’s global Investment Committee. Earlier in his career, Mr. Edmonds also worked for Oak Hill Advisors and Lehman Brothers. He currently serves on the boards of the University of Virginia Investment Management Company (UVIMCO), the Darden Graduate School of Business and the Jefferson Scholars Foundation. Mr. Edmonds earned his bachelor’s degree, MBA and J.D. from The University of Virginia.

Mr. Edmonds was appointed to our Board pursuant to the Cooperation Agreement entered into by and among the Company, Irenic Capital Management LP and certain of its affiliates. A description and copy of the Cooperation Agreement is available on the Company’s Form 8-K filed with the SEC on November 21, 2025.

Qualifications: Mr. Edmonds is an experienced investor with broad industry expertise and brings a deep understanding of capital markets to our Board.


			Director Since: 2023
			Age: 69
			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 rooted in the global manufacturing sector and aligned with the segments served by the Company, provides the Board with valuable insight into the challenges and opportunities in the electrical manufacturing landscape.

ATKORE 2026 PROXY STATEMENT 15


			Director Since: 2015
			Age: 68
			Other Public Company Boards: SiteOne Landscape Supply Inc.
			Board Committees: Human Resources & Compensation; Nominating & Governance; Executive

JERI L. ISBELL

Retired, Vice President - 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) where she chairs the HR and Compensation Committee. She also serves on the National Association of Corporate Directors Florida Chapter Board. 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 and a National Association of Corporate Directors (NACD) Board Leadership Fellow, is NACD Directorship Certified and was selected as a 2021 NACD Directorship 100.

Qualifications: Ms. Isbell brings extensive experience in human resources, financial oversight, corporate governance, and communications. She has served as an independent director and committee chair on multiple company boards. At Lexmark International, she engaged in strategic reviews, capital allocation, organizational changes, and shareholder engagement, including a strategic alternatives process.


			Director Since: 2017
			Age: 69
			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 began his career at Toyota Motor Manufacturing of Kentucky, Inc. (“TMMK”) in 1987 and made history as the first African American President of the company, serving from June 2010 through December 2017. Prior to becoming President, Mr. James rose through the ranks in production engineering, quality, and operations. He retired in 2018, concluding a transformative 31-year career with Toyota. Mr. James is also a co-owner of JAM Automotive and JAM Distribution Kentucky, and serves as a board member of Cornerstone Building Brands (private). He holds a B.S. in Mechanical Engineering Technology from Old Dominion University and has also been awarded honorary doctorate degrees from the University of Kentucky and the University of Pikeville in recognition of his contributions to industry and education.

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

ATKORE 2026 PROXY STATEMENT 16


			Director Since: 2017
			Age: 64
			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. He is the Chief Customer Officer of Nova Intelligence, President of FourCorners Cyber, a cybersecurity consulting firm he founded in 2023, and a Partner at Symmetrio, advising companies from startups to multinationals. Mr. Kershaw was the Corporate Vice President and Chief Information Officer of Cargill, Incorporated until his retirement in April of 2022. He 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 work experience in the broad technology sector provides the Board with insight into various operational, technology and strategic issues and his cybersecurity counseling provides the Board with awareness into this rapidly evolving and dynamic area.


			Director Since: 2015
			Age: 68
			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, a 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 brings more than 46 years of extensive knowledge and experience in the electrical manufacturing industry. His background spans business leadership, sales, marketing, operations, distribution, and strategic planning. This breath of expertise provides our board with valuable insight into the challenges and opportunities involved including reducing costs, increasing profit margins, and driving sales growth in the electrical market.

ATKORE 2026 PROXY STATEMENT 17


			Director Since: 2018
			Age: 72
			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), 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 over forty years of global experience in the electrical industry and more than a dozen years of service on public company boards, including service as a lead director, providing seasoned insight to our Board.


			Director Since: 2018
			Age: 61
			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 Atkore Electrical. 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. He 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 Director and Executive Committee member for the National Electrical Manufacturers Association (NEMA) and has served 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, including several industry awards from the electrical industry associations, and his significant prior experience in the Company's industry qualify him to serve on our Board.

ATKORE 2026 PROXY STATEMENT 18


			Director Since: 2018
			Age: 67
			Other Public Company Boards: Everus Construction Group, Inc.
			Board Committees: Audit, 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 financial expertise and over twenty years of relevant industry experience working with electrical contractors, providing valuable perspective to our Board.


			Director Since: 2015
			Age: 59
			Other Public Company Boards: None currently
			Board Committees: Audit, Human Resources & Compensation, Executive

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 experience offers our Board insight into improving financial performance, driving strategic growth, and improving operational efficiency at public companies.

ATKORE 2026 PROXY STATEMENT 19


			EXECUTIVE OFFICERS AND COMPENSATION

The following pages set forth certain information concerning our executive officers as of December 2, 2025.


			President and Chief Executive Officer, Director
			Officer Since: 2013
			Age: 61

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 Atkore Electrical. 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 Director and Executive Committee member for the National Electrical Manufacturers Association (NEMA) and has served as a National Association of Electrical Distributors (NAED) Board Member.


			Vice President, Chief Financial Officer
			Officer Since: August 9, 2024
			Age: 43

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 2026 PROXY STATEMENT 20


			Chief Operating Officer and President, Electrical Business Unit
			Officer Since: 2020
			Age: 55

JOHN W. PREGENZER

Mr. Pregenzer was promoted to the role of Chief Operating Officer in January 2025, with expanded responsibilities for improving day-to-day operations and processes that drive greater productivity, growth and operational excellence across all of Atkore. Mr. Pregenzer also retains his role as President-Electrical, which he has held since October 2020 with responsibility for products used in electrical systems to safely deliver power from the source to the point of use. Previously, he served as President of the Conduit & Fittings business unit, after joining Atkore as Vice President and General Manager for the Plastic Pipe and Conduit business unit in 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, Chief Accounting Officer
			Officer Since: August 9, 2024
			Age: 48

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.

ATKORE 2026 PROXY STATEMENT 21


			Vice President, General Counsel & Corporate Secretary
			Officer Since: 2013
			Age: 65

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, Safety & Infrastructure Business Unit
			Officer Since: 2019
			Age: 59

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.

ATKORE 2026 PROXY STATEMENT 22


			Vice President, Chief Human Resources Officer
			Officer Since: 2019
			Age: 54

LeANGELA (ANGEL) W. LOWE

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

ATKORE 2026 PROXY STATEMENT 23

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 2025. We refer to these individuals below collectively as the “named executive officers,” or “NEOs.”


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

On January 10, 2025, Atkore Inc. announced the promotion of John Pregenzer to Chief Operating Officer (“COO”), effective January 13, 2025. Mr. Pregenzer has served as the Company’s President for the Electrical business unit since October 2020 and continues to serve in that role while also assuming the new role of COO. Previously, he served as President of the Conduit & Fittings business unit, after joining Atkore as Vice President and General Manager for the Plastic Pipe and Conduit business unit in 2015.

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 2025, our annual incentive awards for our NEOs were based on the Company’s achievement of financial objectives related to its base business operations and the NEOs’ individual performances, and half of our long-term incentive award is linked to cumulative net income and relative total stockholder return (rTSR) results over a three-year performance period.

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

We entered fiscal year 2025 anticipating a decline in our average selling prices and overall earnings. The primary factor shaping our expectations was the continued normalization in average selling prices in key product lines such as PVC electrical conduit which saw prices peak in fiscal year 2022.

Despite these declines in our average selling prices, we remain proud of our fiscal year 2025 results as measured by organic volume growth of 0.7% across Atkore's product portfolio, and our return of over 35% of cash flow from operating activities to shareholders through either share repurchases or dividends paid.

Fiscal Year 2025 Business Results

Atkore achieved volume growth and generated solid cash flow from operating activities for the fiscal year ended September 30, 2025. The Company delivered these results despite challenging market conditions which impacted volume and pricing for certain product categories. The Company continued executing a balanced capital deployment strategy that included share repurchases, capital investments and the introduction of our first ever dividend. Key financial highlights include:

▪Cash flow from operating activities for fiscal year 2025 decreased $146.3 million to $402.8 million, a decrease of 26.6% compared to $549.0 million for fiscal year 2024

▪We repurchased $100.0 million of Atkore common stock in fiscal year 2025

▪Net sales for fiscal year 2025 decreased $351.7 million to $2,850.4 million, a decrease of 11.0%, compared to $3,202.1 million for fiscal year 2024

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▪Gross profit for fiscal year 2025 decreased $401.7 million to $676.1 million, a decrease of 37.3%, compared to $1,077.8 million for fiscal year 2024

▪Net income decreased $488.0 million to a net (loss) of $(15.2) million for fiscal year 2025, as compared to net income of $472.9 million for fiscal year 2024

▪Net income per diluted share decreased $11.66 to a net (loss) per diluted share of $(0.45) for fiscal year 2025, as compared to net income per diluted share of $12.69 for fiscal year 2024

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, 2025.

Fiscal Year 2025 Compensation Actions

During fiscal year 2025, the Company took the following key compensation actions:

▪Fiscal year 2025 Annual Incentive Plan performance against the goals established by the Committee early in the fiscal year resulted in annual incentive funding between 63.6% and 71.1% of target for our named executive officers. See “Annual Incentive Plan Compensation” on page 30 for more information on the Company’s performance during the fiscal year.

▪Fiscal year 2023 - 2025 PSU awards achieved a 0% payout versus target. This payout is based on maximum achievement (0% payout) on adjusted net income relative to performance goals established at the beginning of the performance period and below target achievement (0% payout) on rTSR.

▪In connection with Mr. Pregenzer’s promotion to the position of COO, Mr. Pregenzer entered into a Letter Agreement with the Company on January 9, 2025, setting forth certain terms of his compensation as COO (the “Letter Agreement”). Under the Letter Agreement, his annual base salary increased to $630,000 for the balance of the 2025 fiscal year, and his bonus eligible target under the Annual Incentive Plan (AIP) increased for all of the 2025 fiscal year to 85% of base salary, measured using applicable corporate performance factors tied to his position as COO. Mr. Pregenzer also received an additional grant of restricted stock units (RSUs) valued at $600,000 on February 1, 2025, which will vest ratably over a three-year period based on continued service.

At our 2025 Annual Meeting of Stockholders, 96% of the votes cast on the advisory "say-on-pay" resolution were voted in favor of the compensation of our NEOs for fiscal year 2024. The Committee viewed this result of the fiscal year 2024 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.

Compensation Overview and Philosophy

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

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

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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 annual and long-term incentive plans use Adjusted EBITDA, working capital and net income as financial performance measures, which are viewed as being key drivers of 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. 88% of our CEO's and on average 76% of our other NEO's target compensation is at-risk based on financial, stock price, and/or individual performance.

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

▪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.

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▪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.

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 general industry survey data sources;

▪determination of an appropriate pay mix for total direct compensation, consisting of defined levels of base salary, as well as annual 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.

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

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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

Process for Setting Executive Compensation

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

The Committee’s annual process considers our financial performance and total stockholder return, as well as the performance of the executive officers throughout the fiscal year. The timing of these determinations is set in order to enable the Committee to examine and consider our financial performance, as well as the performance of the executive officers, during the previous fiscal year in establishing the upcoming fiscal year’s compensation and performance goals. Throughout this process, the Committee receives input from members of management. In addition, during fiscal year 2024, the Committee engaged FW Cook as its executive and non-employee director compensation consultant to provide advice on an ongoing basis as to these matters.

The Committee regularly reviews the compensation program design for alignment with our evolving business strategy, market practices, and human resources objectives and considers stockholder input. At our 2025 Annual Meeting of Stockholders, 96% of the votes cast on the advisory "say-on-pay" resolution were voted in favor of the compensation of our NEOs for fiscal year 2024, as disclosed in our 2024 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 2024 advisory vote as supportive of our compensation philosophy. In light of these results, for fiscal year 2025, the Committee did not make any significant changes to our executive compensation programs.

The Role of Management

The CEO recommends to the Committee compensation packages for executives who report directly to him, including the named executive officers other than himself. The Vice President, Chief Human Resources Officer ("CHRO") also provides input to the CEO and to the Committee on compensation for each of the executives other than herself. In fiscal year 2025, prior to each Committee meeting, the CEO and the CHRO were primarily responsible for preparing the materials that management presented to the Committee.

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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 2025, the Committee retained FW Cook to assist with the analysis and development of the compensation arrangements and to provide recommendations with respect to these and similar matters. As part of its engagement, FW Cook developed a peer group against which to conduct benchmarking analysis as necessary or appropriate. In developing the peer group, FW Cook reviewed revenue and market capitalization size, similarity of industry or products, and entities that we considered to be peers. The peer group developed by FW Cook and approved by the Committee for use in setting fiscal year 2025 target compensation consists of the following companies:


A.O. Smith Corporation			Lincoln Electric Holdings, Inc.
Acuity Brands, Inc.			nVent Electric
Carlisle Companies Incorporated			Pentair Plc
Crane Holdings, Co.			Regal Rexnord Corporation
EnerSys			Sensata Technologies, Inc.
Flowserve Corporation			Timken Company
Generac Holdings			Valmont Industries
Hubbell Inc.			Vertiv Holdings
JELD-WEN Holdings, Inc.			Xylem Inc.
Lennox International Inc.

In addition to peer group data, FW Cook also provided the Committee competitive market data used to set fiscal year 2025 target compensation opportunities based on general industry survey information. FW Cook size-adjusted that survey data to reflect our estimated corporate revenues and, for NEOs leading our business units, the estimated revenues for their respective unit.

Elements of Compensation

For fiscal year 2025, 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 RSUs and PSUs; and

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

During fiscal year 2025, 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 2025 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 2025 peer group would create an appropriate level of retention and incentive for the management team. Each individual executive's target total direct compensation could vary above or below the median level of the peer group due to an executive’s skills, experience in their current role and individual performance.

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Base Salary

Base salary represents the fixed portion of our named executive officers’ total compensation. Although the Committee believes that a substantial portion of each executive officer’s total compensation should be “at-risk,” the Committee also recognizes the importance of setting base salaries at levels that will attract, retain and motivate top talent. In setting annual base salary levels, the Committee considers competitive practice, individual performance, time in position, internal pay equity, and the impact on our selling, general and administrative expenses. In fiscal year 2025, decisions regarding executive salaries were determined primarily by a review of salary data using the 2025 peer group and survey data prepared by FW Cook, with additional consideration given to individual performance, tenure, experience, and internal equity.

All of the NEOs received base salary increases for fiscal year 2025 based on the Company's performance in fiscal year 2025 and targeted median levels of the peer group and survey data. The table below outlines the various base salary rates in effect during fiscal year 2025:


Name	Prior Base Salary	Current Base Salary	% Increase from FY 2024 to FY 2025
William E. Waltz, Jr.	$1,100,000	$1,100,000	—	%
John M. Deitzer (1)	$475,000	$585,000	23.2	%
Daniel S. Kelly	$530,000	$565,000	6.6	%
Mark F. Lamps	$540,000	$555,000	2.8	%
John W. Pregenzer (1)	$545,000	$630,000	15.6	%

(1) The increased amounts shown for Mr. Deitzer and Mr. Pregenzer's annual base salaries for fiscal year 2025 represent increases based on analysis of peer group data which required higher base pay increases for the CFO position to remain competitive and for promotion to COO, respectively.

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 the Committee, which selects those of our employees who will participate in the AIP and establishes the applicable performance metrics and goals.

For fiscal year 2025, 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 2025, the AIP metric weightings for our CEO, other executive officers and Business Unit Presidents were unchanged from the prior year.

For fiscal year 2025, the Committee considered the following factors in determining the PPF component for the 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, inclusive leadership mindset, and talent development objectives.

Minimum (1)

Target

SEC Form DEF 14A filed by Atkore Inc.