Dear Stockholders:

I am pleased to invite you to attend Allegheny Technologies Incorporated’s 2017 Annual Meeting of Stockholders. As in prior years, we will consider matters that are important to our company.

ATI is a different company today than it was at the beginning of 2016. In 2016, we took a series of restructuring and other actions that we believe position our business for sustainable profitable growth. We grew our revenue generated from the aerospace and defense market to 51% of our total revenue. Our combination of innovative technologies, differentiated products and long-term agreements with key strategic customers uniquely positions us to continue benefitting from the transition to next-generation jet engines and aircraft that is already underway.

During 2016, we took a number of key actions, including the indefinite idling of our Rowley, UT titanium sponge production facility, to improve the cost structure of our HPMC segment. As a result of these actions and continued growth in demand for our differentiated specialty materials products from the aerospace market, in the fourth quarter of 2016, HPMC segment operating profit reached more than 11% of segment sales, marking six consecutive quarters of sequential improvement in operating profit for the segment.

Also during 2016, we undertook a series of restructuring efforts designed to improve the cost structure of our Flat Rolled Products business and return that business to sustainable profitability. Our objective is to create a smaller, more agile, efficient and profitable FRP business that is more focused on differentiated products with significant barriers to entry, rather than products that have been heavily commoditized. To that end, we reduced our exposure to commodity stainless steel sheet products, which comprised just 11% of our sales in 2016, and completed our exit from the unprofitable grain-oriented electrical steel business. We also obtained a new labor agreement in our FRP business with important changes to retirement benefits and other changes to plant operations, ending the seven month work stoppage that impacted our business in both 2015 and 2016. As a result, FRP segment operating losses were reduced over the course of 2016 to a near breakeven position in the fourth quarter of 2016.

We believe that these actions are working to reposition our business for sustainable success. Today, we are fundamentally an aerospace and industrials company with a small, but important, exposure to commodity products. Looking to 2017 and beyond, we remain focused on the relentless innovation necessary to consistently create value for our customers and stockholders over the long term. We continue to employ the most advanced materials technologies and unsurpassed manufacturing capabilities. Investments such as in our Hot-Rolling and Processing Facility and our new nickel-based powder alloys facility, which successfully began operations early this year, remain critical to our long-term success.

The views of our stockholders are important to us. We conducted extensive stockholder outreach again in 2016, and relied on stockholder feedback in connection with the complete redesign of our executive compensation program, which was fully implemented in 2016. We believe our current program provides the transparency and emphasis on pay for performance that are important to our stockholders and, coupled with our other significant efforts to enhance our corporate governance in recent years, including our adoption of proxy access bylaw provisions in 2016, demonstrates our ongoing commitment to best practices and, ultimately, to our stockholders.

Thank you for your support in our ongoing commitment to Creating Long-Term Value Thru Relentless Innovation^®.

Sincerely,

RICHARD J. HARSHMAN

Chairman, President and Chief Executive Officer

March 30, 2017

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 11, 2017

Time: 11:00 a.m. Central Time

Place: Hilton Milwaukee City Center, 509 W. Wisconsin Avenue,
Milwaukee, WI 53203

Record Date: March 15, 2017

AGENDA

1.  Election of three directors;

2.  Approval of the Company’s 2017 Incentive Plan;

3.  Advisory vote to recommend shareholders be entitled to an annual advisory vote on executive compensation;

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

5.  Ratification of the selection of Ernst & Young LLP as our independent auditors for 2017.

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 15, 2017, 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.

The approximate date of the mailing of this proxy statement, proxy card, and ATI’s 2016 Annual Report is March 30, 2017. For further information about ATI, please visit our website at www.atimetals.com.

On behalf of the Board of Directors:

ELLIOT S. DAVIS

Corporate Secretary

March 30, 2017

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 11, 2017.

The proxy statement, proxy card and 2016 annual report of Allegheny Technologies Incorporated are available for review at: www.envisionreports. com/ATI

This summary highlights

information that is

contained elsewhere in

this Proxy Statement.

You should carefully read

this Proxy Statement in

its entirety before voting,

as this summary does

not contain all of the

information that you should

consider.

Meeting date:

Thursday, May 11, 2017

Hilton Milwaukee City Center

509 W. Wisconsin Avenue

Milwaukee, WI 53203

Record date

and Voting:

March 15, 2017

ATI stockholders as of the record date are entitled to vote on the matters presented at the meeting. Each share of common stock of the Company is entitled to one vote for each director nominee and one vote on each other matter presented.

OUR EXECUTIVE COMPENSATION PROGRAM—STRENGTHENING PAY FOR PERFORMANCE

As an outgrowth to the company’s transformation and significant strategic investments over the past several years, and as result of prior say on pay votes, we overhauled our executive compensation program and took a “clean sheet” approach to its redesign in 2016. ATI conducted stockholder outreach and engaged external compensation consultants and advisors to provide research and review peer company practices and the practices of other manufacturing companies. We also considered the business challenges, goals, and motivation and retention issues that we face. As a result of this extensive process, we developed a new executive compensation program that is more aligned with stockholders’ interests, easier to understand, retentive, and focused on ATI’s business objectives.

Redesigned our

short-term incentive

program (annual

cash performance-based incentives)

Redesigned our

long-term incentive

program (3-year

equity performance-based incentives)

Simplified our

Executive Compensation

Program

Decreased our Long-term Incentive

Awards to Reflect

Targets at or Below

Competitive and

Market-Based Levels

These changes became effective for awards beginning in 2016, and our 2017 compensation program is consistent with the new design. Please read the “Executive Compensation” section in this Proxy Statement to learn more.

Business Overview

ATI is a global manufacturer of technically advanced specialty materials and complex components. Over 50% of our sales are to the aerospace and defense market, particularly jet engines, and we have a strong presence in the oil and gas, electrical energy, medical, automotive and other industrial markets. We are a market leader in manufacturing differentiated specialty alloys and forgings that require our unique manufacturing and precision machining capabilities and our innovative new product development competence. We produce nickel-based alloys and superalloys, titanium and titanium-based alloys, specialty alloys, stainless steels, and zirconium and other related alloys in many mill product forms. We operate in two segments, our High Performance Materials and Components, or “HPMC,” segment and our Flat Rolled Products, or “FRP” segment, and our capabilities range from alloy development, to melting and hot-working, through highly-engineered finished components. We are also a leader in producing nickel-based alloy and titanium-based alloy powders for use in next-generation jet engine forgings and 3D-printed products.

The full year 2016 has been a period of transition for ATI as we made hard decisions and took important restructuring actions across both of our business segments to improve our cost structure and lay the groundwork for future long-term profitable growth. Net loss attributable to ATI was $641 million for the year, including $544 million (after tax) of restructuring and other non-recurring charges, and income tax valuation charges. However, business segment operating profit, which excludes these restructuring charges, was $6 million in 2016, a $91 million improvement over 2015, with stronger operating performance in our HPMC segment and a smaller operating loss in our FRP segment, particularly in the second half of 2016. While sales in 2016 decreased 16% to $3.1 billion, our cost of sales decreased 19%, compared to 2015, resulting in a 170% increase in gross profit margin, to $162.5 million, primarily as a result of our restructuring actions. Sales to our largest end market, aerospace and defense, increased more than 5% compared to 2015, and we succeeded in increasing sales to that market to over 50% of sales. Our next-generation, differentiated jet engine product mix continued to grow, and our airframe titanium product shipments remained strong. Our FRP segment made progress toward achieving sustainable profitability, primarily as a result of our cost reduction and restructuring actions.

The actions that we took in 2016 are the result of a disciplined management review process, taking into account current and expected future market conditions. This disciplined process is a key part of our commitment to make the tough decisions that are required to strengthen and enhance ATI’s ability to deliver sustainable, profitable growth and create value for our customers and our stockholders over the long term. For a more detailed analysis of our 2016 performance, see Compensation Discussion and Analysis—Executive Summary, or read our 2016 Annual Report included with this Proxy Statement.

For both 2015 and 2016, our Personnel and Compensation Committee determined that our CEO should forfeit his earned annual cash incentive due to overall Company financial performance. The following shows target and realizable pay to the CEO over the past three-years in terms of total compensation, annual cash incentive, and long-term incentives. Realizable pay is well below targeted amounts.

2016 Target

Compensation

2016 Total Realized

Compensation

Harshman

DeCourcy

Kramer

Sims

Wetherbee

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 2016 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 2016 Summary Compensation Table)

the value realized in 2016 from shares earned under the 2014-2016 TSR and LTSV award programs (as reflected in the Options Exercised and Stock Vested Table; no shares vested under the 2014-2016 PSRP)

Harshman

DeCourcy

Kramer

Sims

Wetherbee

Director Criteria For Nominees

Director candidates are generally selected on the basis of the following criteria:

•    their business or professional experience;

•    recognized achievement in their respective fields;

•    integrity and judgment;

•    ability to devote sufficient time to the affairs of the Company;

•   the diversity of their backgrounds;

•   ability to represent the interests of all stockholders;

•   the skills and experience that their membership adds to the overall competencies of the Board; and

•    the current needs of the Company.

Director Name

CEO Experience

Industry/
Manufacturing
Knowledge

Operations/
Production

Financial
Expertise

Technical or
Legal

Labor/ Human
Resources

Marketing/
Communications

Government/
Environmental

International or
Mergers &
Acquisitions

Carolyn Corvi

Diane C. Creel

James C. Diggs

Richard J. Harshman

J. Brett Harvey

Barbara S. Jeremiah

David J. Morehouse

John R. Pipski

James E. Rohr

Louis J. Thomas

John D. Turner

Director since 2001

Age 68

Prior to his retirement in 2010, Mr. Diggs was Senior Vice President and General Counsel of PPG Industries, Inc., a producer of coatings, glass and chemicals, since 1997. He held the position of Secretary from 2004 to 2009.

Mr. Diggs is Chair of the Finance Committee and also serves on 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 66

Mr. Harvey is Chairman Emeritus of CONSOL Energy Inc., a leading diversified energy company in the United States. He previously 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 Energy Inc. 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 Energy, Inc., from 2009 to 2014 and was a Director of CNX from 2005 to 2014.

Mr. Harvey currently serves on 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 public companies, his industry experience in the oil and gas market (a large end market for ATI), and his operational expertise.

CURRENT DIRECTORSHIPS:

•    Barrick Gold Corporation

PAST DIRECTORSHIPS:

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

New Director in 2015

Age 56

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 team’s new arena.

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.

Director since 1996

Age 68

Lead Independent

Director

Prior to 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, beginning in 2003. Ecovation, Inc. 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. 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 and Enpro Industries, Inc.

PAST DIRECTORSHIPS:

•    URS Corporation and Goodrich Corporation

Director since 2011

Age 69

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 68

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

PAST DIRECTORSHIPS:

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

Director since 2011

Age 60

Mr. Harshman became Chairman, President and Chief Executive Officer in May 2011. He was 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.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Harshman’s qualifications include his experience in senior leadership positions, his intimate knowledge of the industry and ATI’s business given his tenure with the Company, and his financial expertise. Furthermore, the Board believes that Mr. Harshman’s current position as Chairman, President and Chief Executive Officer provides a unified vision for ATI.

CURRENT DIRECTORSHIPS:

•    Ameren Corporation

Director since 2012

Age 65

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. and United Continental Holdings, Inc.

PAST DIRECTORSHIPS:

•    Goodrich Corporation and Continental Airlines, Inc.

Director since 2008

Age 65

Prior to her retirement in 2009, Ms. Jeremiah served as Executive Vice President of Alcoa, Inc., a leading aluminum producer, from 2002 until 2008, when she also assumed the position of Chairman’s Counsel.

Ms. Jeremiah currently serves on the Finance Committee and the Technology Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Ms. Jeremiah’s qualifications include her strong background in the metals industry and significant strategic development and international experience.

CURRENT DIRECTORSHIPS:

•    Russel Metals, Inc.

•    Aggreko plc

PAST DIRECTORSHIPS:

•    Boart Longyear Limited (Chair from 2013 to 2015), EQT Corporation and First Niagara Financial Group, Inc.

Director since 2004

Age 71

Mr. Turner served as Chairman and Chief Executive Officer of Copperweld Corporation, a manufacturer of tubular and bimetallic wire products, from 2001 until his retirement in 2003.

Mr. Turner serves as the Chair of the Technology Committee and is a member of the Finance Committee and the Nominating and Governance Committee.

SKILLS AND QUALIFICATIONS:

The Board believes that Mr. Turner’s qualifications include his experience in executive oversight and senior leadership positions, background in the manufacturing sector, and familiarity with industrial and technical matters.

CURRENT DIRECTORSHIPS:

•    Matthews International Corporation (Chairman since 2010)

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.

•   10 of our 11 directors are independent.

•   Our CEO is the only management director.

•   Currently the Board has fixed the number of directors at 11. In connection with the retirement of Lou Thomas, the size of the Board will be reduced to 10 directors.

•   We regularly assess our Board performance and can adjust the number of directors according to our needs.

•   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 engagement program and communicate with them on important compensation and governance issues. Also, stockholders can contact our Board, lead director or management by email or regular mail.

•   Proxy Access. In 2016, we implemented proxy access, allowing 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” such nominee’s election shall 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.

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

•   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.

•   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.

Planning

•   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.

•   The Board is in the early stages of reevaluating 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.

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

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

•   Executives are required 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, which includes regular employee training.

Corporate Responsibility

At ATI, we recognize the importance of being a good corporate citizen. We encourage integrity from the boardroom to the work floor, and continually review and refine our efforts to enrich our communities, improve employee health and safety, and lessen our environmental impact. Building the World’s Best Specialty Materials & Components Company^TM requires nothing less than the highest standards of ethical business conduct and corporate responsibility.

Richard J. Harshman

(Chairman, President and CEO)

James C. Diggs

David J. Morehouse

Louis J. Thomas

Carolyn Corvi

J. Brett Harvey

John R. Pipski

John D. Turner

Lead Independent Director

Ms. Creel, one of our independent directors, was elected 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:

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

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

•   Communication with, and appropriately facilitating communication among, independent directors between meetings, when appropriate;

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

•   Serving 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

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

Director⁽¹⁾

        Audit             

        Finance              

Nominating     

    and Governance         

Personnel and     

    Compensation         

        Technology         

C. Corvi

D. C. Creel⁽²⁾

J. C. Diggs

J. B. Harvey

B. S. Jeremiah

D. J. Morehouse

J. R. Pipski

J. E. Rohr

L. J. Thomas

J. D. Turner

Number of Meetings held in 2016

Board Committee

Role and Primary Responsibilities

Audit Committee

Chair:

John R. Pipski

Financial Expert*

Members:

James C. Diggs

David J. Morehouse

Louis J. Thomas

*  Mr. Pipski qualifies an “audit committee financial expert” under applicable SEC criteria and meets 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.

•   Has authority and responsibility 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.

•   Responsible for review of 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 the 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 as well as 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.

Personnel and Compensation Committee

Chair:

James E. Rohr

Members:

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, and each member is also an “outside director” for the purposes of the corporate compensation provisions contained in Section 162(m) of the Internal Revenue Code.

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:

Carolyn Corvi

Barbara S. Jeremiah

David J. Morehouse

Louis J. Thomas

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.

Full Board

Strategic and business risks, such as those relating to our products, markets, and capital investments, are overseen by the entire Board.

•Strategic, financial, operational and execution risk associated with the annual and long-term business plans, including capital investments, asset allocation, acquisitions or divestitures, regulatory and environmental compliance.

•External risks associated with cybersecurity and other major safety and security matters, supply chain, and global markets.

Audit

Committee

Finance

Committee

Nominating

and Governance

Personnel and

Compensation

Technology

Committee

The Audit Committee and the Finance Committee oversee management of market and operational risks that could have a financial impact, such as those relating to internal controls, liquidity or raw material availability.

• Risks associatedwith financial matters, particularly financial reporting, taxes, accounting, disclosure and internal control.

• Risks associatedwith legal matters and the ethics compliance program.

The Audit Committee and the Finance Committee oversee management of market and operational risks that could have a financial impact, such as those relating to internal controls, liquidity or raw material availability.

• Risks associatedwith liquidity, financial markets, pension plans (including investment performance, asset allocation and funded status), currency and interest rate exposures, and insurance strategies.

Committee

Manages the risks associated with governance issues, such as the independence of the Board. The Committee also periodically evaluates whether the identified risks are assigned to the appropriate Board committee (or to the Board) for oversight.

• Risks associatedwith Board effectiveness and organization, corporate governance matters, director compensation, and director succession planning.

Committee

Manages the risks associated with personnel and compensation issues, such as the Company’s executive compensation plans and practices.

• Risks associatedwith employee relations, benefit plans, management development and training, and executive compensation matters.

• In conjunctionwith the Board, risks associated key executive succession.

Manages the risks associated with changing technologies and their impact on ATI’s technical capabilities and competitive position.

• Risks associatedwith technology development, changes and disruption, product development, and competitor changes.

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 and Personnel and Compensation Committees $15,000

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

Board service travel expenses are also paid by the Company

Name(1)

Fees Earned
Or Paid

In Cash

($)⁽²⁾

Stock

Awards

($)⁽³⁾

All Other

Compensation

($)⁽⁴⁾

Total

($)

C. Corvi

D. C. Creel

J. C. Diggs

J. B. Harvey

B. S. Jeremiah

D. J. Morehouse

J. R. Pipski

J. E. Rohr

L. J. Thomas

J. D. Turner

Amount and Nature of

Beneficial Ownership

Percentage

Of Class⁽¹⁾

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

The Vanguard Group

100 Vanguard Boulevard

Malvern, PA 19355

Franklin Resources, Inc.

One Franklin Parkway

San Mateo, CA 94403

WS Management, LLLP

4306 Pablo Oaks Court

Jacksonville, FL 32224

State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, MA 02111

Amount and Nature of

Beneficial Ownership⁽¹⁾

Percentage

Of Class

Carolyn Corvi

Diane C. Creel

Patrick J. DeCourcy

James C. Diggs

Richard J. Harshman

J. Brett Harvey

Barbara S. Jeremiah

Kevin B. Kramer

David J. Morehouse

John R. Pipski

James E. Rohr

John D. Sims

Louis J. Thomas

John D. Turner

Robert S. Wetherbee

All directors, nominees, named executive officers and other statutory insiders as a group (18 persons)

Name

Biographical information

Richard J. Harshman, 60

Chairman, President and Chief

Executive Officer since 2011

Mr. Harshman was 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.

Patrick J. DeCourcy, 55

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 provided assistance to 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, 57

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.

Robert S. Wetherbee, 57

Executive Vice President, Flat Rolled Products since
January 2015

Mr. Wetherbee served as President, ATI Flat Rolled Products beginning in April 2014. Prior to that, Mr. Wetherbee was President and Chief Executive Officer of Minerals Technologies, Inc. from March 2013 until February 2014. He was President of ATI’s tungsten materials business from 2010 through 2012. Previously, Mr. Wetherbee was Vice President of Market Strategy of Alcoa Inc. from 2006 through 2009.

Elliot S. Davis, 55

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

Mr. Davis was Vice President and General Counsel from 2010 to May 2011. Previously, he served as Assistant General Counsel from 2008, when he joined the Company, to 2010. Prior to that, Mr. Davis was a partner of the law firm K&L Gates LLP, where he practiced for nearly 20 years in its corporate, mergers and acquisitions and securities group.

Kevin B. Kramer, 57

Senior Vice President, Chief Commercial 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, 57

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, 53

Vice President, Controller and Chief Accounting Officer since January 2016

Mr. Schwartz served as Controller and Chief Accounting Officer from May 2011 to January 2016, and Controller and Principal Accounting Officer from 2010 to May 2011. Prior to that, Mr. Schwartz was Assistant Controller beginning in 2002, when he joined the Company.

Plan Highlights – Promotion of Best Practices

We are committed to sound corporate governance and the application of best practices to our equity compensation programs. Some key features of the Plan reflecting these principals are set forth below, and are more fully described under the caption “Summary of the Plan.”

•   Plan Limits. The Plan authorizes an aggregate of 5.2 million shares for grant, subject to anti-dilution adjustments upon the occurrence of significant corporate events. No participant may receive stock options, stock appreciation rights (“SARs”) or other stock grants for more than one million shares in any calendar year.

•   Minimum Vesting and Performance Periods. Awards in respect of 95% of the shares authorized under the Plan may not vest prior to the first anniversary of the applicable grant date, except in connection with a Change in Control (as defined in the Plan), a qualifying termination of employment or any other event or circumstances that the Company determines to be appropriate.

•   No Repricing or Discounted Awards. The Plan prohibits repricing of awards without stockholder approval. In addition, no awards of stock options or SARs will be granted with an exercise price of less than fair market value of Company Common Stock on the date of grant. The Plan prohibits various specific forms of option or SAR repricing.

•   Robust Clawback provisions. All Awards under the Plan are subject to a repayment obligation to the extent the payment was the result of inaccurate or incomplete information that resulted or contributed to a larger than deserved payment.

•   No “Evergreen” Provision. The Plan does not include an “evergreen” feature, which would allow the number of shares available for issuance under the Plan to be automatically replenished.

•   No Liberal Share Counting. The Plan prohibits shares of Common Stock that are tendered in payment of the exercise price of an option or SAR, withheld to satisfy a tax withholding obligation relating to an option of SAR from being used to increase the number of shares available for grant under the Plan. The full number of shares issued with respect to SARs are likewise counted against the Plan’s share pool.

•   “Double Trigger” Change in Control. Awards under the Plan that are assumed by the surviving entity as part of a change in to control will not vest solely upon the consummation of the change in control unless expressly provided in the applicable award agreement.

•   Dividends. Dividends may accumulate on performance shares or units and grants of restricted stock and restricted share units but are paid, if at all, only at the time that the restrictions lapse.