Dear Stockholders

I am pleased to invite you to attend Allegheny Technologies Incorporated’s 2018 Annual Meeting of Stockholders. As in prior years, we will consider matters that are important to our company.

For ATI, 2017 was a year of important progress on several key strategic initiatives that set the stage for our longer-term success and for sustainable, profitable growth.

Enabled by its innovative technologies, differentiated products and long-term agreements with key strategic customers, our High Performance Materials and Components segment continues to benefit from the transition to next-generation jet engines and aircraft that is underway in the commercial aerospace market. Additionally, we continue to develop HPMC’s powder capabilities. Among other achievements in 2017, we announced our investment in a new titanium powder facility. We also formed a new joint venture with GE Aviation, named Next Gen Alloys, to further develop a novel meltless titanium alloy powder manufacturing process. We believe this technology has the potential to meaningfully change the way the industry produces titanium powder materials.

Our Flat Rolled Products business returned to full-year profitability in 2017, an important milestone in our multi-year effort to achieve sustainable profitability. In November, we announced an innovative joint venture with a Tsingshan Group company to produce 60-inch wide stainless products in the United States. We expect this business to significantly improve the utilization of our Hot-Rolling and Processing Facility, or HRPF. Also in 2017, we obtained a contract to supply high value nickel sheet products for use in a major pipeline repair project, primarily due to the world-class capabilities of the HRPF. We believe that, taken together, these and other recent FRP achievements highlight the synergies between our FRP and HPMC businesses and will provide a springboard for FRP’s continued financial improvement in 2018 and beyond.

While we have made progress, more work remains. Moving forward, we believe that our ongoing emphasis on innovation, differentiation and long-term strategic planning is driving ATI’s transition to sustainable profitability and long-term value creation for all of our stakeholders.

We remain committed to integrity and good corporate governance. We believe that management and Board accountability, transparency and ongoing engagement with our investors are key to the long-term success and sustainability of our business. Our corporate governance practices reflect these values, as do our extensive stockholder outreach efforts over the last several years. We value your feedback and look forward to our ongoing dialogue.

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 27, 2018

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 10, 2018

Time: 11:00 a.m. Pacific Time

Place: Salem Convention Center, 200 Commercial Street, SE, Salem, Oregon 97301

Record Date: March 12, 2018

Agenda

1. Election of four 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 2018.

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 12, 2018, 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 2017 Annual Report is March 27, 2018. 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 27, 2018

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 10, 2018.

The proxy statement, proxy card and 2017 annual report of Allegheny Technologies Incorporated are available for review at: envisionreports. com/ATI.

Sales were $3.5 billion, up 13%

versus prior year

•  High Performance Materials and Components (HPMC) segment sales increased 7% to $2.07 billion, including a 9% increase in sales to aerospace & defense

•  Flat Rolled Products (FRP) segment sales increased 21% to $1.46 billion, including a 51% increase in sales to the oil & gas market and an 18% increase in sales to the automotive market

Gross profit margin increased 176%, to $449 million, compared to 2016

•  Marked our second year of more than doubling prior year’s gross profit margin

•  Demonstrates the benefits of our prior restructuring actions, ongoing focus on high-value products and improved utilization of our manufacturing facilities

Sales to the aerospace & defense market, our largest end-market, increased $128 million, or 8% vs. 2016

•  49% of consolidated ATI sales in 2017

•  76% of HPMC segment sales, driven by an 11% increase in commercial jet engine sales in 2017, including a 35% improvement in sales of next-generation jet engine products

Segment operating profit was $283.4 million, or 8% of sales

•  HPMC segment operating profit was $246.4 million, or 12% of sales

•  FRP segment operating profit was $37.0 million, or 3% of sales

Net loss attributable to ATI was $91.9 million, or $(0.83) per share

•  Adjusted net income attributable to ATI was $54.6 million, or $0.48 per share, excluding goodwill impairment, debt extinguishment charges, and tax legislation benefits

•   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.

•   Additionally, much of our CEO’s target long-term incentive awards scheduled to vest over the last three years have been forfeited by their terms as a result of the Company’s financial performance failing to achieve threshold performance criteria. Consequently, realized compensation is well below targeted amounts.

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 2017 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 2017 Summary Compensation Table)

the value realized in 2017 from shares earned under the 2015-2017 Long-Term Shareholder Value (“LTSV”) award program and the portion of shares awarded under our 2016 Long-Term Incentive Plan that vested in 2017 (as reflected in the Options Exercised and Stock Vested Table; no shares vested under the Performance/Restricted Stock (“PSRP”) or Total Shareholder Return (“TSR”) programs for the 2015-2017 period).

2017 Say On Pay Vote

In 2017, our Say On Pay proposal received the support of 96% of the shares voted at our 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.

New Director in 2018

Age 62

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 69

Lead Independent

Director

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. 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 70

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 69

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 (Appointed as Lead Director beginning in April 2018)

•   General Electric Company (until April 2018)

PAST DIRECTORSHIPS:

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

Director since 2011

Age 61

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 (Appointed as Lead Independent Director beginning in May 2018)

Director since 2012

Age 66

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 2008

Age 66

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 is a member of 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

•   Weir Group

PAST DIRECTORSHIPS:

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

Director since 2004

Age 72

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 is the Chair of the Technology Committee and 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)

Director since 2001

Age 69

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 67

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 February 2018)

PAST DIRECTORSHIPS:

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

Director since 2015

Age 57

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.

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.

•   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.

•   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.

•   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 evaluated 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.

•   We have an annual self-evaluation process 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, which includes regular employee training.

Corporate Responsibility and Sustainability

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.

In mid-2018, we anticipate publishing our first stand-alone Sustainability Report, which will be available on atimetals.com.

Lead Independent Director

Diane Creel serves 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    

H. J. Carlisle

C. Corvi

D. C. Creel⁽²⁾

J. C. Diggs

J. B. Harvey

B. S. Jeremiah

D. J. Morehouse

J. R. Pipski

J. E. Rohr

J. D. Turner

Number of Meetings held in 2017

Audit Committee

Chair:

John R. Pipski

Financial Expert*

Members:

Herbert J. Carlisle

James C. Diggs

David J. Morehouse

*  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 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.

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.

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:

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.

Full Board

Strategic and business risks, such as those relating to our products, markets, and capital investments, are monitored 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, workplaces safety, regulatory compliance and environmental sustainability.

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

• Risks associated with leadership development and Board and key executive succession.

Audit

Committee

Finance

Committee

Nominating

and Governance

Personnel and

Compensation

Technology Committee

Oversees management of risks relating to financial accounting and compliance matters, including risks associated with:

•  accounting, financial reporting, tax compliance, disclosure controls and internal control over financial reporting

•  legal matters that may have a material impact on the Company’s financial statements and/ or involve governmental investigation or allegations of fraud or breach of fiduciary duty

•  the ethics compliance program.

Oversees management of market and operational risks that could have a financial impact, such as risks associated with:

•  capital structure, liquidity and financial markets

•  raw material availability and hedging

•  currency and interest rate exposures

•  pension plan management (including investment performance, asset allocation, funded status and liability management strategies)

•  insurance strategies.

Committee

Manages risks relating to corporate governance issues, including periodic evaluation as to whether identified risks are assigned to the appropriate Board committee (or to the Board) for oversight, as well as risks associated with:

•  Board independence, effectiveness and organization

•  investor relations matters and stockholder activism

•  director compensation and director succession planning.

Committee

Oversees management of risks relating to personnel and compensation issues, such as risks associated with:

•  the Company’s executive compensation plans and practices

•  employee relations, benefit plans, management development and training

•  key executive succession.

Oversees management of risks relating to changing technologies and their impact on ATI’s technical capabilities and competitive position, including risks associated with:

•  process, technology, and product development

•  adequacy of the Company’s existing technical capabilities

•  changes in competition and other technology- related changes and disruption.

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 $15,000¹

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⁾

Total
($)

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

Iridian Asset Management

276 Post Road West

Westport, CT 06880

Frontier Capital Management

99 Summer Street

Boston, MA 02110

Amount and Nature of

Beneficial Ownership⁽¹⁾

Percentage

Of Class

Herbert J. Carlisle⁽²⁾

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

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, 61

Chairman, President and Chief

Executive Officer since May 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, 56

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, 58

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, 58

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, 56

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, 58

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, 58

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, 54

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.

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 82% of our CEO’s 2017 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 consequence 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 such 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.

•   As part of our 2016 redesign effort, we decreased long-term incentive opportunities for our CEO and Executive Council members, reflecting current market trends.

•   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.

Named Executive Officer

2017 Base Salary ($)⁽¹⁾

2017 APP ($)⁽²⁾

2015-2017 PRSP  ($)⁽³⁾

2015-2017 TSRP($)

2015-2017 LTSV  ($)⁽⁴⁾

Harshman

DeCourcy