Dear Stockholders

I am pleased to invite you to attend Allegheny Technologies Incorporated’s 2019 Annual Meeting of Stockholders, which is also my first Annual Meeting as ATI’s President and Chief Executive Officer.

For ATI, 2018 was a strong year. Our revenues surpassed $4 billion for the first time since 2014, as we capitalized on meaningful growth across nearly all of our key end markets. This success rests on the foundation of a number of important objectives achieved during the year, as well as the strategies developed over the last several years, on which we will continue to execute in 2019 and beyond.

Throughout 2018, our High Performance Materials and Components segment benefitted from strong demand across its customer base, most notably from the accelerating transition to next-generation commercial jet engines and aircraft. We are intently focused on flawlessly executing our role in the current aerospace demand ramp. This commitment is critical to us, our customers and our shareholders. To that end, we are making targeted investments in our HPMC business to ensure our ongoing ability to meet growing customer demand. At the same time, we look to the future, further investing in our powder and additive manufacturing capabilities and exploring future investment in other specialty materials.

Your vote is important

Please vote as soon as possible.

You can help the Company reduce expenses by voting your shares by telephone or Internet; your proxy card or voting instruction card contains the instructions. Or complete, sign and date your proxy card or voting instruction card and return it as soon as possible in the enclosed postage-paid envelope.

How to vote

Annual Meeting Information

Date: Thursday, May 9, 2019

Time: 11:30 a.m. Eastern Time

Place: UPMC Events Center, Robert Morris University

  6001 University Boulevard, Pittsburgh, Pennsylvania 15108

Record Date: March 11, 2019

Agenda

1. Election of three directors;

2. Advisory vote to approve the compensation of our named executive officers; and

3. Ratification of the selection of Ernst & Young LLP as our independent auditors for 2019.

Admission To The Meeting

Only holders of ATI common stock or their authorized representatives by proxy may attend the meeting.

If you are a stockholder of record and plan to attend the meeting, please mark the appropriate box on the proxy card, or enter the appropriate information when voting by telephone or Internet.

If your shares are held through an intermediary such as a broker or a bank, you will need to present proof of your ownership as of the record date, March 11, 2019, for admission to the meeting. Proof of ownership could include a proxy card from your bank or broker or a copy of your account statement.

All attendees will need to present valid photo identification for admission to the meeting.

On or about March 20, 2019, we began mailing our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), as permitted under applicable Securities and Exchange Commission (“SEC”) rules. The Notice indicates how to access our proxy materials on the Internet. By furnishing the Notice, we are lowering our costs and reducing the environmental impact of our annual meeting.

Our Proxy Statement and 2018 Annual Report are available for review at envisionreports.com/ATI. For further information about ATI, please visit our website at ATImetals.com.

On behalf of the Board of Directors:

ELLIOT S. DAVIS

Corporate Secretary

March 20, 2019

Via the internet: Visit the website listed on our proxy card

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

By telephone: Call the telephone number on your proxy card

In person: Attend the Annual Meeting in person

Important notice regarding the availability of proxy materials for the ATI Annual Meeting of Stockholders to be held on Thursday, May 9, 2019.

As permitted under applicable SEC rules, we are mailing our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and submit proxy votes online. Our Proxy Statement, proxy card and 2018 Annual Report are available for review at: envisionreports.com/ATI.

Actively oversees long-term strategic planning, including an annual, multi-day strategic planning meeting in addition to regular quarterly and other Board meetings.

Regularly conducts site visits at our facilities throughout the United States. We also rotate the location of our Annual Meeting to various communities in which we conduct significant operations. These visits allow our directors to meet with management and other employees and to gain both firsthand exposure to the technologies that drive our success and deeper knowledge of the strengths and challenges of our business and how they tie to our near and long-term strategic goals.

Actively and continuously engages in robust Board and senior management succession planning.

More than 98% overall attendance rate for Board and Committee meetings during 2018, and 95% over the last three years.

Market-driven stock ownership guidelines.

Our Board routinely engages in succession planning and adds new members on an opportunistic basis when it identifies candidates who it believes have experience, skill sets and other characteristics that will enhance Board effectiveness. Additionally, our Board is actively engaged in recruitment, including an ongoing, nationwide candidate search, to support its Board refreshment efforts.

Our annual Board evaluation process assesses the Board’s existing skill sets and the need or desirability of adding members; the Board can appoint new members when presented with candidates who fill a particular need or otherwise would serve as an asset to the Board.

Sales were $4.05 billion, up 15% versus prior year and our best performance since 2014

•  Reflects growth in almost all major end-markets, led by double-digit growth in aerospace and defense sales across both segments

•  High Performance Materials and Components (HPMC) segment sales increased 13% to $2.33 billion, in part due to a 20% increase in commercial jet engine sales, including a nearly 50% improvement in sales of next-generation jet engine products

•  Flat Rolled Products (FRP) segment sales increased 17% to $1.71 billion, including sales increases of 30% or more to the aerospace and defense markets and the oil and gas market

Gross profit increased more than 27%, to $630 million, compared to 2017

•  Continued robust growth following two years of more than doubling prior year’s gross profit

Segment operating profit was $413 million, or 10.2% of sales, compared to 8% of sales for 2017

•  46% year-over-year growth significantly outpaced our sales expansion rate, reflecting our efforts to grow sales of high-value differentiated products while reducing exposure to commoditized products

•  HPMC segment operating profit was $335 million, or 14.4% of sales

•  FRP segment operating profit was $78 million, or 4.5% of sales

Net income attributable to ATI was $222.4 million, or $1.61 per share, a significant increase over 2017 net loss attributable to ATI of $91.9 million, or $(0.83) per share

•  Fourth quarter of 2018 represents 4th straight quarter of double-digit year-over-year earnings per share growth.

Significant improvement in cash balance over the course of 2018, with $382 million of cash on hand at December 31, 2018

•  $393 million of cash provided by operating activities

•  $350 million of borrowing capacity under existing credit facility, with no outstanding borrowings under the revolving portion

Harshman

Wetherbee

DeCourcy

Kramer

Sims

Total Compensation as determined by SEC rules in the “Total” column of the Summary Compensation Table

the aggregate grant date fair value of equity awards (as reflected in the Stock Awards column of the 2018 Summary Compensation Table)

the year-over-year change in pension value and non-qualified deferred compensation (as reflected in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the 2018 Summary Compensation Table)

the value realized in 2018 from shares earned under the time-vested portion of the awards granted under our 2013-2015 Performance/ Restricted Stock Plan (“PRSP”) that vested in 2018 and the portion of shares awarded under our 2016 and 2017 Long-Term Incentive Programs that vested in 2018 (as reflected in the Options Exercised and Stock Vested Table)

2018 Say On Pay Vote

Last year, our Say On Pay proposal received the support of greater than 96% of the shares voted at our 2018 Annual Meeting. Our Board believes this high level of support from our stockholders is a result of our commitment to ensure a strong link between pay and performance.

As a result, Mr. DeCourcy and Mr. Kramer each received a target award equal to 300% of his base salary and Mr. Sims received a target award equal to 350% of his base salary.

Consistent with our Long-term Incentive Program, these larger 2019 awards are comprised 70% of performance-vested restricted stock units, the payment of which is contingent on the achievement of quantitative performance measures over a three-year performance measurement period, and 30% of time-vested restricted stock units that vest in three equal annual increments and are otherwise subject to the other terms and conditions of the Long-Term Incentive Program.

Director since 2019

Age 50

Audit Committee

Financial Expert

Mr. Ball has been the President and Chief Executive Officer of Koppers Holdings Inc., a leading integrated global provider of treated wood products, wood treatment chemicals and carbon compounds, since January 2015, having served as its Chief Operating Officer from August 2014 through December 2014, as both its Chief Operating Office and Chief Financial Officer from May 2014 to August 2014, and as its Chief Financial Officer from 2010 to May 2014. Before joining Koppers, Mr. Ball served as the Senior Vice President and Chief Financial Officer of Calgon Carbon, Inc., a provider of services, products and solutions for purifying water and air, from 2002 to 2010.

Mr. Ball is a member of the Audit Committee, the Personnel and Compensation Committee and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Ball’s qualifications include his experience in senior leadership positions and his operational, financial and public company accounting expertise.

CURRENT DIRECTORSHIPS:

•   Koppers Holdings Inc.

•   Koppers, Inc. (a subsidiary of Koppers Holdings Inc.)

Director since 2012

Age 67

Upon her retirement in 2008, Ms. Corvi concluded a 34-year career with The Boeing Company, a diversified aerospace company, where she most recently served as Vice President, General Manager of Airplane Programs, Boeing Commercial Airplanes, a position she held from 2005 until her retirement.

Ms. Corvi is a member of the Finance Committee, the Personnel and Compensation Committee, and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Ms. Corvi’s qualifications include her extensive experience in the aerospace industry (ATI’s largest end-market) and her knowledge of and experience in manufacturing.

CURRENT DIRECTORSHIPS:

•   Hyster-Yale Materials Handling, Inc.

•   United Continental Holdings, Inc.

PAST DIRECTORSHIPS:

•   Goodrich Corporation and Continental Airlines, Inc.

Director since 2019

Age 59

Mr. Wetherbee was appointed to serve as ATI’s President and Chief Executive Officer effective January 1, 2019, when he was also appointed to the Board. He served as Executive Vice President, ATI Flat Rolled Products Group, from January 2015 to December 2018, and prior to that, was the President of ATI Flat Rolled Products from April 2014 to January 2015. From March 2013 to February 2014, Mr. Wetherbee was President and Chief Executive Officer of Minerals Technologies, Inc. He served as President of ATI’s tungsten business from 2010 through 2012, following a 29-year career with Alcoa Inc.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Wetherbee’s qualifications include his experience in senior leadership positions both at ATI and at other publicly-traded manufacturers and his intimate knowledge of the industry and of ATI’s business given his tenure with the Company and his past long-tenured experience with another major metals producer.

Director since 2001

Age 70

Prior to his retirement in 2010, Mr. Diggs was Senior Vice President and General Counsel of PPG Industries, Inc., a manufacturer and distributor of a broad range of paints, coatings and specialty materials, since 1997. He held the position of Secretary from 2004 to 2009.

Mr. Diggs is Chair of the Finance Committee and is a member of the Audit Committee and the Nominating and Governance Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Diggs’s qualifications include his experience with industry and legal matters, his senior leadership at a global public company, and his experience with domestic and international operations.

CURRENT DIRECTORSHIPS:

•   Brandywine Realty Trust

Director since 2007

Age 68

Mr. Harvey previously served as Chairman Emeritus of CONSOL Energy Inc., a leading diversified energy company in the United States, from May 2016 to May 2017. He served as Chairman of CONSOL from 2010 until his retirement in May 2016 and was Executive Chairman from May 2014 to January 2015. Mr. Harvey was Chief Executive Officer of CONSOL from 1998 until May 2014. He also served as President from 1998 until 2011. Mr. Harvey was Chairman of CNX Gas Corporation, a subsidiary of CONSOL, from 2009 to 2014 and was a Director of CNX from 2005 to 2014.

Mr. Harvey is a member of the Nominating and Governance Committee and the Personnel and Compensation Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Harvey’s qualifications include his significant oversight experience from serving as chief executive officer of a public company, his industry experience in the oil and gas market (a large end-market for ATI), and his operational expertise.

CURRENT DIRECTORSHIPS:

•   Barrick Gold Corporation (Lead Independent Director since 2013)

•   Warrior Met Coal (Lead Independent Director since 2018)

PAST DIRECTORSHIPS:

•   CONSOL Energy Inc. (Chairman from 2010 to 2016) and CNX Gas Corporation (Chairman from 2009 to 2010)

Director since 2015

Age 58

Mr. Morehouse is Chief Executive Officer and President of Pittsburgh Penguins LLC, which owns and operates the Pittsburgh Penguins National Hockey League team. He was named President of the Pittsburgh Penguins in 2007 and has also served as Chief Executive Officer since 2010. He joined the Pittsburgh Penguins in 2004 as a consultant for special projects, including the construction of the team’s current arena.

The United Steelworkers (“USW”) initially proposed the nomination of Mr. Morehouse in contemplation of the 2017 retirement of former ATI director Louis J. Thomas, the previous USW nominee to our Board. The Collective Bargaining Agreement between Allegheny Ludlum, which is an ATI subsidiary, and the USW permits the International President of the USW to propose to our Chairman one nominee for election to our Board.

Mr. Morehouse is a member of the Audit Committee and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Morehouse’s qualifications include his leadership, strategic planning and development, operations, branding and marketing, and government experience.

New Director in 2018

Age 63

General Carlisle has been President and Chief Executive Officer of the National Defense Industrial Association (NDIA) since March 2017, when he retired from the United States Air Force as a four-star general following a 39-year military career. His last Air Force assignment was as Commander, Air Company Command at Langley Air Force Base in Virginia. Prior to that, he was the Commander of the Pacific Air Forces, the air component Commander for the U.S. Pacific Command, and served as executive director of Pacific Air Combat Operations staff, Joint Base Harbor in Hawaii, following various operational and staff assignments throughout the Air Force, including as chief of air operations, U.S. Central Command Forward in Riyadh, Saudi Arabia and as director of legislative liaison at the Office of the Secretary of the Air Force.

General Carlisle is a member of the Audit Committee and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that General Carlisle’s qualifications include his executive leadership experience as a senior military official, his legislative and government experience and his experience and knowledge in the aerospace and defense fields.

Director since 1996

Age 70

Lead Independent

Director and Independent Board Chair Designate

From 2003 until her retirement in 2008, Ms. Creel served as Chairman, Chief Executive Officer and President of Ecovation, Inc., a subsidiary of Ecolab Inc. and a waste stream technology company using patented technologies. Ecovation became a subsidiary of Ecolab Inc. in 2008. Previously, Ms. Creel served as Chief Executive Officer and President of Earth Tech, an international consulting engineering firm, from 1992 to 2003.

Ms. Creel has served as Lead Independent Director since the position was established in 2011 and will assume the role of Independent Board Chair at the conclusion of the 2019 Annual Meeting. Ms. Creel is Chair of the Nominating and Governance Committee and a member of the Personnel and Compensation Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Ms. Creel’s qualifications include her experience as a chief executive officer of various companies and her entrepreneurial, management and technical experience.

CURRENT DIRECTORSHIPS:

•   Timken Steel Corporation

•   EnPro Industries, Inc.

PAST DIRECTORSHIPS:

•   URS Corporation and Goodrich Corporation

Director since 2011

Age 71

Audit Committee

Financial Expert

Mr. Pipski was a tax partner of Ernst & Young LLP, a public accounting firm, until his retirement in 2001. Thereafter, he provided business advisory and financial and tax accounting services through his own firm until 2013.

Mr. Pipski is Chair of the Audit Committee and a member of the Finance Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Pipski’s qualifications include his expertise in financial and tax accounting for public companies, including those in the metals and mining industries, and his general business experience.

PAST DIRECTORSHIPS:

•   CNX Gas Corporation (Chairman of its Audit Committee)

Director since 1996

Age 70

Mr. Rohr served as Executive Chairman of The PNC Financial Services Group, Inc., a diversified financial services organization, from 2013 until his retirement in April 2014. Previously, he was Chairman from 2001 until 2013 and Chief Executive Officer from 2000 until 2013. He served as President of The PNC Financial Services Group from 1990 to 2002.

Mr. Rohr is Chair of the Personnel and Compensation Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Rohr’s qualifications include his significant leadership and management experience from his years of serving as a chief executive officer of a large, publicly traded company and his expertise in capital markets and financial matters.

CURRENT DIRECTORSHIPS:

•   EQT Corporation

•   Marathon Petroleum Corporation (Lead Director since 2018)

PAST DIRECTORSHIPS:

•   The PNC Financial Services Group, Inc., and BlackRock Inc.

•   General Electric Company

Corporate Governance Information on our Website

The following governance documents are available on our website, www.ATImetals.com, at “About ATI—Corporate Governance”:

•   Corporate Governance Guidelines

•   Corporate Guidelines for Business Conduct and Ethics (including Financial Code of Ethics)

•   Board Committee Charters

•   Certificate of Incorporation and Bylaws

Paper copies can be obtained by writing to the Corporate Secretary, Allegheny Technologies Incorporated, 1000 Six PPG Place, Pittsburgh, PA 15222-5479.

Additionally, our current Sustainability Report is available at ATImetals.com/aboutati/sustainability-report. For more information, see page 19 of this Proxy Statement.

•  11 of our 13 directors (including 9 of our 10 continuing directors) are independent.

•  Diane C. Creel serves as our Lead Independent Director. We encourage open communication and strong working relationships among the Lead Independent Director, Chairman and other directors.

•  Our independent directors meet in regularly scheduled executive sessions, led by the Lead Independent Director, without the presence of management.

•  Stockholders can communicate with the independent directors through the Lead Independent Director.

•  Ms. Creel will assume the role of Independent Board Chair immediately following the 2019 Annual Meeting.

•  This transition to an Independent Board Chair is occurring in conjunction with the retirement of Mr. Harshman, who currently is the Executive Chairman and who served as Chairman, President and Chief Executive Officer from 2011 through 2018.

•  The Board believes that separation of the CEO and Board Chair roles will allow Robert Wetherbee, who succeeded Mr. Harshman as President and CEO, to focus his attention and efforts exclusively on management matters and the day-to-day execution of the Company’s strategy.

•  The Board believes that Ms. Creel’s significant executive and Board leadership experience, including her recent service as our Lead Director, will enable her to step into the Independent Board Chair position seamlessly.

•  Currently, the Board has fixed the number of directors at 13. Coincident with the retirement of three directors in conjunction with the upcoming 2019 Annual Meeting, the Board will be reduced in size.

•  Our Board regularly assesses its performance and can adjust the number of directors according to need or as the opportunity arises to enhance the overall mix of skills and experience represented on our Board.

•  As shown under Item 1 – Election of Directors, our Board has a diverse mix of skills, experience and background.

•  Engagement with Stockholders. We actively reach out to our stockholders through our annual engagement program and communicate with them on important compensation, governance and environmental and social sustainability issues. Also, stockholders can contact our Board, Lead Independent Director or management by email or regular mail.

•  Proxy Access. We allow a stockholder or group of up to 20 stockholders owning an aggregate of 3% or more of our outstanding common stock for at least three years to nominate and include in our proxy materials director nominees constituting up to 20% of the number of directors then in office or two nominees, whichever is greater, provided the stockholders and nominees otherwise satisfy the requirements of our Bylaws.

•  Majority Voting/Director Resignation Policy. Our director resignation policy provides that any nominee for director in an uncontested election who receives a greater number of votes “withheld” than votes “for” his or her election must promptly tender his or her resignation to the Board for the Board’s consideration.

•  We have five Board committees: Audit; Finance; Nominating and Governance; Personnel and Compensation; and Technology.

•  All of the Board committees are composed entirely of independent directors, and each has a written charter that is reviewed and reassessed annually and is posted on our website.

•  Our full Board is responsible for risk oversight and has designated committees to have particular oversight of certain key risks. Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

•  The Board actively monitors our management succession plans and receives regular updates on employee engagement, diversity and retention matters. At least annually, the Board reviews senior management succession and development plans.

•  Additionally, the Board evaluates matters related to Board succession and the processes by which additional directors with strong and diverse experience can be attracted and selected for future Board seats.

•  We have an annual self-evaluation process for the Board and for each standing committee of the Board.

•  Each director is expected to own at least 10,000 shares of our common stock.

•  Executives are expected to own ATI common stock with a value equivalent to:

•  CEO: 6 times base salary;

•  Executive Vice Presidents and the Chief Financial Officer: 3 times base salary; and

•  Senior Vice Presidents: 2 times base salary.

•  Our Corporate Guidelines for Business Conduct and Ethics, as well as the Company’s attention to environmental, social and governance issues, are disclosed on our website.

•  The Company has an active ethics and compliance program that includes regular employee training.

Environment and Product Sustainability

Our specialty metals enable better use of resources by improving the energy productivity and efficiency of end- use products in various markets. The metals and alloys produced by ATI improve quality of life by reducing air pollution, providing advanced medical solutions, enabling clean water and eliminating waste.

•   Precision rolled strip made by our STAL joint venture is used in flexible, light weight solar cells. These cells can be installed on roofs and structures that may not be able to bear the weight of traditional solar panels.

•   Our nickel-based alloys are used in products for reducing air pollution produced by electrical power generation and removing water pollution in marine applications to reduce impacts on our oceans and seas.

Health and Safety

As part of our continuous improvement culture, we are committed to making our operations the safest in the industry for our employees and the communities surrounding our plant locations.

•   Our incident rates are well below the average for U.S. industry.

•   Employees are expected to guard against workplace injuries by recognizing risks and taking action to minimize injuries.

Community

We support local communities and contribute to their sustainability through measures such as locally sourcing goods and services and employing local people. Other examples include donating land for a senior center and activity center, funding scholarship and cooperative work experiences for local residents, and fostering employee volunteerism through United Way, the ATI Veterans Network, and other community-based programs.

•   Established in 2017, The Veterans Network links nearly 600 veteran employees. One initiative is our “Hard Hat Sticker Program” to place a service-specific sticker on veterans’ hard hats. This small gesture allows every ATI veteran to be recognized for their service at work every day.

key current corporate governance policies and practices;

our ongoing CEO transition;

continuing Board refreshment efforts and our Board’s focus on diversity of background, experience, skill and other characteristics;

the mid-2018 publication of our inaugural stand-alone Sustainability Report;

and the ongoing success of our redesigned executive compensation programs (as illustrated by the greater than 96% favorable “say on pay” vote we achieved in 2018).

establishing a Lead Independent Director position (transitioning to Independent Board Chair in May 2019);

appointing only independent directors to the standing committees of the Board; and

regularly scheduling executive sessions of the independent directors.

^{Lead Independent Director     Independent Board Chair}

Through the 2019 Annual Meeting, Diane Creel will continue to serve as our Lead Independent Director. The Lead Independent Director is the principal liaison between the independent directors and the Chairman on Board-wide issues.

Responsibilities:

•   Preside, in the absence of the Chairman, at meetings of the Board, including executive sessions of the independent directors;

•   Able to call meetings of the independent directors when necessary and appropriate;

•   Facilitate communication with, and among, independent directors between meetings, when appropriate;

•   Advise the Chairman regarding schedules, agendas and the quantity, quality and timeliness of information for Board and committee meetings;

•   Serve as a contact for stockholders wishing to communicate with the Board other than through the Chairman, when appropriate, and communicating with other external constituencies, as needed; and

•   Advise and consult with the Chairman on matters related to corporate governance and Board performance and generally serving as a resource for, and counsel to, the Chairman.

Ms. Creel will become Independent Board Chair in May 2019. The Board believes that Ms. Creel’s significant Board leadership experience, including her recent service as our Lead Independent Director, will enable her to step into the Independent Board Chair position seamlessly.

The Board Chair may attend each Committee meeting, except to the extent that a Committee requests to meet without the Chair present. Mr. Ball was appointed to our Board in February 2019 and therefore did not attend any meetings of the Board or any committee during 2018.

Ms. Creel currently serves as Lead Independent Director and presides over meetings of the independent directors. She may attend meetings of committees of which she is not a member. Ms. Creel will become the Independent Board Chair immediately following the conclusion of the 2019 Annual Meeting.

Board Committee

Role and Primary Responsibilities

Audit Committee

Chair:

John R. Pipski*

Members:

Leroy M. Ball*

Herbert J. Carlisle

James C. Diggs

David J. Morehouse

*  Mr. Pipski and Mr. Ball qualify as “audit committee financial experts” under applicable SEC criteria and meet the NYSE standard of having accounting or related financial management expertise.

Assists the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent auditors, and the performance of the Company’s internal audit function and independent auditors.

•   Responsible for the appointment, retention, compensation and oversight of ATI’s independent auditors, including pre-approval of all audit and non-audit services to be performed by the independent auditors. Both the independent auditors and the internal auditors have full access to the Committee and meet on a routine basis without management being present.

•   Reviews the Company’s major financial risk exposures and mitigating actions and for reviewing, approving and ratifying any related party transaction.

Finance Committee

Chair:

James C. Diggs

Members:

Carolyn Corvi

Barbara S. Jeremiah

John R. Pipski

John D. Turner

Primarily responsible for making recommendations and providing guidance to the Board regarding major financial policies and actions of the Company.

•   Reviews and evaluates the Company’s debt and equity structure, dividends, authorized capital stock, and credit agreements.

•   Serves as named fiduciary of certain employee benefit plans maintained by the Company, which includes (i) appointment, evaluation, and removal of employee benefit plan trustees and investment managers, (ii) establishment of funding methods and policies, (iii) review of funded status and investment policies and practices, and (iv) appointment of plan administrators.

Nominating and Governance Committee

Chair:

Diane C. Creel

Members:

James C. Diggs

J. Brett Harvey

John D. Turner

Responsible for overseeing corporate governance matters. This includes:

•   Overseeing the annual evaluation of the Board and its committees.

•   Recommending to the Board individuals to be nominated as directors, including evaluation of new candidates and of current directors who are being considered for re-election.

•   Making recommendations to the Board concerning committee membership and Board composition.

•   Administering ATI’s director compensation program.

Board Committee

Role and Primary Responsibilities

Personnel and Compensation Committee

Chair:

James E. Rohr

Members:

Leroy M. Ball

Carolyn Corvi

Diane C. Creel

J. Brett Harvey

Each member of the Personnel and Compensation Committee is a “non-employee director” of the Company as defined under Rule 16b-3 of the Securities Exchange Act of 1934.

Primarily responsible for establishing and annually reassessing the Company’s executive compensation program and executive compensation philosophy.

•   Reviews, with outside compensation and other advisors, the compensation policies and practices at peer companies.

•   Oversees CEO and other executive officer compensation.

•   Reviews and approves corporate goals and objectives relevant to CEO and other executive officer compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and approves the CEO’s compensation level (either as a Committee or together with the other independent directors) based on this evaluation.

•   Reviews and approves non-CEO executive officer compensation and makes recommendations to the Board regarding incentive compensation plans and equity-based plans that require Board approval.

•   Reviews and approves recommendations from management within plan parameters regarding the compensation of other executives. The Committee may not delegate any authority under those plans for matters affecting the compensation and benefits of the Company’s executive officers.

•   Administers ATI’s incentive compensation plans.

•   Monitors and encourages the development of intellectual capital.

•   Reviews management succession planning and makes recommendations to the Board concerning executive management organization matters generally.

The Personnel and Compensation Committee has the sole authority to retain, approve fees and other terms for, and terminate any compensation consultant used to assist the committee in the evaluation of CEO or other executive compensation. The Committee also may obtain advice and assistance from internal or external legal, accounting or other advisors.

•   The Committee has retained an independent compensation consultant, Meridian Compensation Partners, LLC.

•   The Committee also utilizes external legal advisors and assesses the independence of its advisors.

Please see the “Executive Compensation — Compensation Discussion and Analysis” section of this Proxy Statement for more discussion about the Committee’s role in executive officer compensation.

Board Committee

Role and Primary Responsibilities

Technology Committee

Chair:

John D. Turner

Members:

Leroy M. Ball

Herbert J. Carlisle

Carolyn Corvi

Barbara S. Jeremiah

David J. Morehouse

Primarily responsible for reviewing changing technologies and evaluating how they affect ATI and its technical capabilities and competitive position.

•   Considers the impact of technologies on the well-being of the Company.

•   Assesses ATI’s technical capabilities in relation to corporate strategies and plans.

•   Makes recommendations to the Board concerning priorities, asset deployment, and other matters relating to the Company’s technical activities.

PROCESS FOR COMMUNICATING WITH DIRECTORS

We maintain a process for stockholders and interested parties to communicate with the Board, the Lead Independent Director, or any individual director. ATI stockholders or interested parties who want to communicate with the Board, the Lead Independent Director, or any individual director can write to:

Lead Independent Director

c/o Corporate Secretary

Allegheny Technologies Incorporated

1000 Six PPG Place

Pittsburgh, PA 15222-5479

or call 1-877-787-9761 (toll free).

Your letter or message should indicate whether you are an ATI stockholder.

Depending on the subject matter, the Lead Independent Director and/or the Corporate Secretary will:

•   forward the communication to the director or directors to whom it is addressed;

•   attempt to handle the inquiry directly when, for example, it is a request for information about the Company or it is a stock-related matter; or

•   not forward the communication if it is primarily commercial in nature or it relates to an improper or irrelevant topic.

At each Board meeting, the Corporate Secretary presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors on request.

Annual Retainer

$225,000

– $125,000 Cash

– $100,000 Restricted Stock Value

Lead Director Annual Retainer*

Committee Chair Retainers

Audit Committee $20,000

Personnel and Compensation Committee $15,000

Finance, Nominating and Governance and Technology Committees $10,000

Board service travel expenses are also paid by the Company

Following Mr. Harshman’s retirement in May 2019, the Independent Board Chair will be entitled to a $150,000 annual retainer, and we will no longer pay an annual Lead Director retainer.

C. Corvi

D. C. Creel

J. C. Diggs

J. B. Harvey

B. S. Jeremiah

D. J. Morehouse

J. R. Pipski

J. E. Rohr

J. D. Turner

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

The Vanguard Group

100 Vanguard Boulevard

Malvern, PA 19355

Frontier Capital Management

99 Summer Street

Boston, MA 02110

Capital Research Global Investors

333 South Hope Street

Los Angeles, CA 90071

Percentages are based on shares of Company Common Stock outstanding as of March 11, 2019, as of which date there were 126,109,547 shares of Company Common Stock outstanding.

Based on a Schedule 13G/A filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), made on February 11, 2019 by BlackRock, Inc., reporting sole voting power with respect to 14,793,626 shares and sole dispositive power with respect to 15,241,076 shares at December 31, 2018.

Based on a Schedule 13G/A filing under the Exchange Act made on February 11, 2019 by The Vanguard Group, reporting sole voting power with respect to 124,957 shares, shared voting power with respect to 19,319 shares, sole dispositive power with respect to 11,420,408 shares, and shared dispositive power with respect to 131,125 shares at December 31, 2018.

Based on a Schedule 13G/A filing under the Exchange Act, made on February 11, 2019 by Frontier Capital Management Co., LLC, reporting sole voting power with respect to 5,034,072 shares, and sole dispositive power with respect to 8,954,758 shares at December 31, 2018.

Based on a Schedule 13G filing under the Exchange Act, made on February 14, 2019 by Capital Research Global Investors, a division of Capital Research and Management Company, reporting sole voting power with respect 8,863,980 shares, and sole dispositive power with respect to 8,863,980 shares at December 31, 2018.

Amount and Nature of

Beneficial Ownership⁽¹⁾

Percentage

Of Class

Leroy M. Ball⁽²⁾

Herbert J. Carlisle

Carolyn Corvi

Diane C. Creel

Patrick J. DeCourcy

James C. Diggs

Richard J. Harshman

J. Brett Harvey

Kevin B. Kramer

David J. Morehouse

John R. Pipski

James E. Rohr

John D. Sims

Robert S. Wetherbee

All directors, nominees, named executive officers and other statutory insiders as a group (19 persons)

Indicates beneficial ownership of less than one percent (1%) of the outstanding shares of Company Common Stock. As of March 11, 2019, there were 126,109,547 shares of Company Common Stock outstanding.

The table includes aggregate restricted stock awards as follows: (a) 16,868 shares for each of our directors, other than Mr. Ball, who joined our Board in February 2019 and does not hold any restricted stock, General Carlisle who holds 3,232 shares of restricted stock, and Mr. Harvey, who holds 19,072 shares of restricted stock; (b) the following shares of restricted stock for each NEO: Mr. Harshman, 24,531; Mr. Wetherbee, 6,943; DeCourcy 7,406; Mr. Kramer 6,558; and Mr. Sims, 7,869; and (c) 262,390 shares of restricted stock held by all directors, nominees and officers as a group. The table includes shares held jointly with the named individuals’ spouses. The table also includes 25,687 shares owned by Mr. Harshman’s spouse with respect to which Mr. Harshman disclaims beneficial ownership, and 17,500 shares previously gifted to The Harshman Family Foundation, which is an Internal Revenue Code section 501(c)(3) charitable organization. Mr. Harshman has sole investment authority with respect to the Foundation’s assets. The table does not include restricted stock units granted to our NEOs in 2017, 2018 and 2019, none of which vest within 60 days following March 11, 2019.

Mr. Ball was appointed to our Board in February 2019.

Richard J. Harshman, 62

Executive Chairman (former Chairman, President and Chief Executive Officer from May 2011 through December 2018)

Mr. Harshman was Chairman, President and Chief Executive Officer from May 2011 through December 2018, and served as President and Chief Operating Officer from 2010 until May 2011. Prior to that, he served as Executive Vice President, Finance and Chief Financial Officer from 2003 to 2010. Mr. Harshman joined the Company in 1978 and served in several financial management roles for the Company. Mr. Harshman will retire from his role as Executive Chairman in conjunction with the 2019 Annual Meeting.

Robert S. Wetherbee, 59

President and Chief Executive Officer since January 2019

Mr. Wetherbee served as Executive Vice President, Flat Rolled Products, from January 2015 through December 2018, and prior to that, was President, ATI Flat Rolled Products beginning from April 2014 to January 2015. From March 2013 until February 2014, he was President and Chief Executive Officer of Minerals Technologies, Inc. He served as President of ATI’s tungsten materials business from 2010 through 2012, following a 29-year career with Alcoa Inc.

Patrick J. DeCourcy, 57

Senior Vice President, Finance and Chief Financial Officer since December 2013

Mr. DeCourcy was Interim Chief Financial Officer from July 2013 to December 2013. From 2011 to July 2013, he assisted ATI executive management with business integration and strategic investments. He was Senior Director, Strategic Projects and Business Integration, from March 2012 to July 2013. From 2000 to April 2010, he served as Vice President, Finance and Administration of ATI Specialty Materials.

John D. Sims, 59

Executive Vice President, High Performance Materials and Components Segment since August 2015

Mr. Sims was Executive Vice President, High Performance Components Group from September 2013 to August 2015, and President, ATI Forged Products from September 2013 to April 2014. Previously, he served as Executive Vice President, Primary Titanium Operations, and Engineered Alloys and Products beginning in February 2013. Prior to that, Mr. Sims served as Executive Vice President, Primary Metals and Exotic Alloys from May 2011 to February 2013 and President, ATI Specialty Alloys and Components from 2008 to February 2013. Previously, he was Group President, ATI Primary Metals and Exotic Alloys from February 2011 to May 2011.

Elliot S. Davis, 57

Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since May 2011

Kevin B. Kramer, 59

Senior Vice President, Chief Commercial and Marketing

Officer since February 2014

Prior to joining ATI in February 2014, Mr. Kramer was President, Stoneridge Wiring Division and Vice President of Stoneridge, Inc., from May 2012 through January 2014. Previously, Mr. Kramer worked for Alcoa, Inc. from 2004 until 2012, where he served as President, Growth Initiatives and President, Wheel and Transportation Products.

Elizabeth C. Powers, 59

Senior Vice President, Chief Human Resources Officer since November 2014

Ms. Powers served as Vice President, Human Resources and Chief Administrative Officer for Dresser-Rand Group, Inc. from 2010 until 2012 and from 2005 to 2009. She was named Vice President, Human Resources of Dresser-Rand Group in April 2004. From 2012 until she joined ATI in November 2014, Ms. Powers worked in academia. In 2009 and 2010, Ms. Powers worked in the public policy and non-profit sectors.

Karl D. Schwartz, 55

Vice President, Controller and Chief Accounting Officer since January 2016

Using Executive Compensation to Create Long-Term Stockholder Value

The Committee continually reviews the compensation program for our NEOs to ensure that it achieves the desired goal of offering total compensation consisting of base salary competitive with an identified peer group of companies and incentive opportunities that are performance-oriented and linked to the interests of stockholders.

When casting your Say On Pay vote, we urge you to consider:

Linking compensation to ATI performance

•  Approximately 84% of our CEO’s 2018 compensation opportunity was tied to performance and, therefore, “at risk.” Performance drives pay.

•  Our short-term cash incentive and long-term equity incentive plans are based on the attainment of business plan performance metrics, such as operating profit, EBITDA, net income, cash flow, return on capital, strategic goals, and total stockholder return relative to a peer group.

•  Payments with regard to the performance-vested components of both our annual and long-term incentive programs are made only when at least threshold performance targets are achieved.

•  As a result of the performance-driven design of our incentive compensation programs and the challenges that our business has faced in recent years, our NEOs have forfeited much of their recent target compensation, particularly awards under our long-term incentive programs, with resulting realized compensation significantly below target compensation.

Aligning compensation to stockholder interests

•  All of the long-term incentive compensation opportunities for our NEOs are equity-based.

•  The business plan performance metrics that drive our performance-vested compensation programs are metrics that we believe correlate with the achievement of sustained profitable growth.

•  Our stock ownership guidelines for senior executives denote ownership as a multiple of base salary, prescribing 6X ownership for our CEO and 100% retention until ownership guidelines are met.

We believe that our compensation program is transparent and easy to understand, performance-driven and appropriately aligned with stockholders’ interests. Our Program:

Places significant emphasis on financial results.

•   Awards under our short-term cash incentive program to our CEO and Executive Council members are 90% contingent on ATI’s financial performance. The Personnel and Compensation Committee has the authority to reduce or eliminate the remaining 10% of these awards (which are contingent on the achievement of individual strategic goals) in order to align as closely as possible with stockholder interests.

•   70% of the long-term incentive awards to our NEOs and other senior executives are contingent on our performance over a multi-year period and include a shareholder return component to take into account our performance relative to our peers.

Aligns with our business strategies and performance.

•   Our long-term incentive program incorporates 3-year equity performance-based incentives that are aligned with our business strategies.

•   Equity awards granted to our CEO and Executive Council are weighted 70% as performance stock units that vest based on our future achievement of financial metrics reflecting our long-term strategies and outlook.

Reflects competitive
market data.

•   Compensation levels for our NEOs and other senior executives are reviewed annually in light of market benchmarking data.

•   Our long-term equity incentive plan, adopted in 2017, provides for double-trigger change in control vesting across all awards.

•   We implemented robust stock ownership guidelines for executives, officers and other top leadership positions.

2018 Short-Term Incentive payments were above target due to strong financial performance: Our executives received short-term incentive payments under our annual incentive plan for 2018 that ranged from 135% to 179.6% of their respective target awards reflecting our strong performance and key achievements during 2018, including significant improvements in our 2018 financial performance compared to 2017.

Multi-year trends reflect commitment to pay for performance: Our 2018 payment of short-term incentive awards at greater-than-target levels follows near-target short-term incentive payments for 2017 and short-term incentive payments for 2016 and 2015 that were either zero or significantly below target. This trend reflects not only the many challenges facing our business during the 2015-2016 timeframe, but also the demonstrable success of our restructuring efforts and growth initiatives and the strong correlation between pay and performance inherent in our executive compensation programs.

Long-term Incentive results continue to reflect past challenges: Notably, as we sought to transform our business over the last several years, the results of our long-term compensation programs also contributed to below-target annual compensation for our NEOs. Specifically, a substantial portion of the long-term incentive awards granted to our NEOs for the performance periods ended in 2015, 2016 and 2017 did not vest, because the applicable performance criteria (including market performance as reflected in the total shareholder return component of certain awards) were not satisfied. As a consequence, our NEOs’ aggregate realized compensation in 2017 and for several years prior was meaningfully lower than the target total annual compensation established for each of them.

2016 – 2018 Financial

Performance Goals

Relative
Weighting (%)

Threshold

Target

Maximum

Actual
Performance⁽²⁾

Actual Achievement
(% of Goal Target)

Net Income⁽¹⁾