AKS AK Steel Holding Corp

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AK Steel Holding Corporation

9227 CENTRE POINTE DRIVE

WEST CHESTER, OHIO 45069

James L. Wainscott

CHAIRMAN OF THE BOARD, PRESIDENT AND

CHIEF EXECUTIVE OFFICER

It is my pleasure to invite you to the 2015 Annual Meeting of Stockholders of AK Steel Holding Corporation. The meeting will be held at 1:30 p.m., Eastern Daylight Saving Time, on Thursday, May 28, 2015, at the Hilton Columbus at Easton, located at 3900 Chagrin Drive, Columbus, Ohio 43219. Registration will begin at 1:00 p.m.

Attendance at the Annual Meeting is limited to stockholders of record as of the close of business on March 30, 2015, or their duly appointed proxies, and to guests of Management. If you cannot attend the meeting in person, I strongly urge you to participate by voting your proxy in one of the methods explained in the Notice of 2015 Meeting of Stockholders that you received in the mail.

This year we have once again elected to furnish proxy materials to our stockholders on the Internet. We believe this allows us to provide our stockholders with the information they need in an accessible format, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Please review the instructions with respect to each of your voting options as described in the Proxy Statement and the Notice.

Please read the Notice of 2015 Meeting of Stockholders and Proxy Statement carefully. Your vote is important. There are five proposals included in the Proxy Statement. The Board of Directors recommends that you vote your shares FOR all of the proposals in the Proxy Statement, as follows:

1. FOR the election of each of the nominee Directors (Proposal No. 1).

2. FOR the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm (Proposal No. 2).

3. FOR the approval of Named Executive Officer compensation (Proposal No. 3).

4. FOR the re-approval of the material terms of the performance goals under the Company’s Long-Term Performance Plan (Proposal No. 4).

5. FOR the re-approval of the material terms of the performance goals under the Company’s Stock Incentive Plan (Proposal No. 5).

If you cannot attend in person, you may listen to the Annual Meeting via the Internet. To listen to the live webcast, log on at www.aksteel.com and select the link on the homepage for the webcast of the 2015 Annual Meeting of Stockholders. The webcast will begin at 1:30 p.m. and will remain on the Company’s website for one year. Please note, however, that you cannot record your vote on this website. In order to vote by proxy, you must use one of the methods explained in the Notice of 2015 Meeting of Stockholders that you received in the mail.

Your continuing interest in our company is greatly appreciated. I look forward to seeing you at the Annual Meeting.

Thursday, May 28, 2015

Registration will begin at 1:00 p.m., Eastern Daylight Saving Time

The meeting will begin at 1:30 p.m., Eastern Daylight Saving Time

Hilton Columbus at Easton

3900 Chagrin Drive

Columbus, Ohio

1.    To elect as Directors of the Company the eleven candidates nominated by the Board;

2.    To ratify, by a non-binding advisory vote, the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015;

3.    To vote on a non-binding advisory resolution to approve the compensation of our Named Executive Officers;

4.    To re-approve the material terms of the performance goals under the Company’s Long-Term Performance Plan;

5.    To re-approve of the material terms of the performance goals under the Company’s Stock Incentive Plan; and

6.    To transact such other business as properly may come before the meeting.

AK Steel stockholders of record as of the close of business on March 30, 2015.

You may vote in person at the meeting or you may vote in advance of the meeting via the Internet, by telephone, or by using the proxy card that will be enclosed with those materials. If you intend to use the proxy card, please mark, date and sign it, and then return it promptly in the postage-paid envelope that comes with the card. If you intend to vote over the telephone or via the Internet, please follow the instructions on the proxy card that you received. If you intend to vote in person at the meeting and your shares are held at a broker, bank or other institution, you must obtain a “legal proxy” from your broker, bank or other institution in advance of the meeting in order to vote your shares at the meeting. Please vote regardless of whether you plan to attend the Annual Meeting.

You may revoke your proxy at any time before it is voted by submitting a new proxy card with a later date or by submitting a subsequent vote via the Internet or by telephone. If you are a stockholder of record, you also may attend the Annual Meeting and revoke your proxy in person.

Attendance at the Annual Meeting is limited to stockholders of record as of the close of business on March 30, 2015, or their duly appointed proxies, and to guests of Management.

If your shares are registered in your name, you will need to present personal photo identification. If your shares are not registered in your name (if, for instance, your shares are held in “street name” for you by your broker, bank or other institution), you must present (1) personal photo identification, and (2) proof of stock ownership. We will accept as proof of stock ownership either a copy of your account statement or a letter from your broker, bank or other institution reflecting the number of shares of common stock you owned as of March 30, 2015.

Please note that you may not record the meeting using a video or audio electronic device of any kind. To enforce this rule and for your safety, we reserve the right to inspect all packages prior to admission at the Annual Meeting and to prohibit certain electronic devices from being brought into the meeting room.

Proxy Statement

Proposal No. 1 — Election of Directors

Corporate Governance

Director Compensation

Director Compensation Table

Stock Ownership

Executive Compensation

Compensation Discussion and Analysis

Management Development and Compensation Committee Report

Summary Compensation Table

Grants of Plan-Based Awards Table

Outstanding Equity Awards at Fiscal Year-End Table

Option Exercises and Stock Vested Table

Pension Benefits Table

Nonqualified Deferred Compensation Table

Potential Payments Upon Termination or Change-of-Control

Audit Committee Report

Principal Accounting Firm Fees

Proposal No. 2 — Advisory Vote to Ratify Appointment of Ernst  & Young LLP as Independent Registered Public Accounting Firm

Proposal No. 3 — Advisory Vote to Approve Named Executive Officer Compensation

Proposal No.  4 — Re-Approval of the Material Terms of the Performance Goals Under the Company’s Long-Term Performance Plan

Proposal No.  5 — Re-Approval of the Material Terms of the Performance Goals Under the Company’s Stock Incentive Plan

Stockholder Proposals for the 2016 Annual Meeting and Nominations of Directors

Other Matters

What is a “proxy?”

A proxy is a person or entity authorized to act for another person. In this instance, the Board of Directors has appointed a Proxy Committee to vote the shares represented by proxy forms submitted by stockholders to the Company prior to the Annual Meeting. Giving the Proxy Committee your proxy means that you authorize the Proxy Committee to vote your shares on your behalf at the Annual Meeting as you specifically instruct on your proxy card with respect to each proposal, or if a matter that is not raised on the proxy card comes up for a vote at the Annual Meeting, in accordance with the Proxy Committee’s best judgment.

Whom am I appointing as my proxy?

The Proxy Committee consists of James L. Wainscott, David C. Horn and Roger K. Newport.

What is a Proxy Statement?

The document you are reading is a Proxy Statement. It is intended to provide the Company’s stockholders with information necessary to vote in an informed manner on matters to be presented at the Annual Meeting. It is sent in conjunction with a solicitation of your proxy.

Why did I receive more than one Proxy Statement or proxy card?

You may receive more than one Proxy Statement and proxy card if you hold AK Steel stock in different ways (e.g., joint tenancy, in trust, or in a custodial account) or in multiple accounts.

Why is the Company soliciting my proxy?

The Board of Directors is soliciting your proxy to vote at the Annual Meeting because, at the close of business on March 30, 2015, the record date, you were: (1) a “stockholder of record,” which means that you were shown on the Company’s records as the owner of common stock of the Company, or (2) the beneficial owner of shares held in street name. All stockholders of record are entitled to vote at the meeting. It is important that as many stockholders as possible vote, either in person or by proxy, on the issues to be decided at the Annual Meeting. The process of soliciting proxies is intended to increase the number of stockholders who vote on those issues. In addition, stockholders who vote by proxy are deemed to be in attendance at the meeting for purposes of determining if there is a quorum.

What is the difference between a “stockholder of record” and a beneficial owner of shares held in “street name?”

Stockholder of Record.     If your shares are registered directly in your name with the Company’s transfer agent, Computershare Investor Services, LLC (“Computershare”), you are considered the stockholder of record with respect to those shares.

How do I obtain voting instructions if my stock is held in “street name?”

If your stock is held in “street name,” you will receive a notice, typically entitled “Voting Instruction Form” or something similar, either electronically or by mail from the bank, broker or other institution holding your stock. This notice contains instructions regarding how to access the proxy materials and how to vote.

If I hold my stock in street name and fail to provide specific voting instructions to the bank, broker or other institution holding it on my behalf, will my stock still get voted?

Not on all matters. If you hold your shares in street name and want a vote to be cast on your behalf for all proposals described in this Proxy Statement, you must submit your specific voting instructions to the bank, broker or other institution holding the stock on your behalf in response to the notice you receive from it.

If I hold my stock in street name and do not provide specific voting instructions to the bank, broker or other institution holding it on my behalf, for which proposals will a vote not be cast on my behalf?

If you are a holder of shares in street name and you fail to provide specific voting instructions to the bank, broker or other institution holding the stock on your behalf, a vote will not be cast on your behalf with respect to the following proposals:

the election of Directors (Proposal No. 1);

the advisory vote on Named Executive Officer compensation (Proposal No. 3);

the re-approval of the material terms of the performance goals under the Company’s Long-Term Performance Plan (Proposal No. 4); and

the re-approval of the material terms of the performance goals under the Company’s Stock Incentive Plan (Proposal No. 5).

If I hold my stock in street name and do not provide specific voting instructions to the bank, broker or other institutions holding it on my behalf, for which proposals may a vote be cast on my behalf?

If you are a holder of shares in street name and you fail to provide specific voting instructions to the bank, broker or other institution holding the stock on your behalf, that entity may cast a vote on your behalf only with respect to the ratification of the appointment of the independent registered public accounting firm (Proposal No. 2).

What are “broker non-votes” and how are they counted for voting purposes?

“Broker non-votes” occur when a broker (or a bank or other institution holding someone’s shares) returns a proxy, but does not vote the shares represented by that proxy on a particular proposal, usually because the beneficial owners of those shares have not provided direction to the holder on how to vote them and the holder does not have discretionary voting power with respect to the proposal. Broker non-votes do not count for voting purposes, but are considered “present” at the meeting and are counted to determine whether there is a quorum present at the meeting.

What documentation must I provide to be admitted to the Annual Meeting?

If your shares are registered in your name, you will need to present personal photo identification. If your shares are not registered in your name (if, for instance, your shares are held in street name for you by your broker, bank or other institution), you must present (1) personal photo identification, and (2) proof of stock ownership. We will accept as proof of stock ownership either a copy of your account statement or a letter from your broker, bank or other institution, as long as such statement or letter reflects the number of shares of common stock you owned as of March 30, 2015.

What documentation must I provide to vote in person at the Annual Meeting?

Upon admission, if you are a stockholder of record, you may vote all shares registered in your name in person at the Annual Meeting. If you are not a stockholder of record as to any of your shares (i.e., instead of being registered in your name, all or a portion of your shares are registered in a street name and held by your broker, bank or other institution for your benefit), you must obtain and bring with you to the meeting a “legal proxy” from the broker, bank or other institution in whose name any of your shares are held in order to vote those shares in-person at the meeting. You should contact the bank, broker or other institution that holds those shares for specific information on how to obtain a legal proxy in order to vote them at the meeting.

Is there any way for me to vote other than in person or by proxy at the Annual Meeting?

Yes. If you are a stockholder of record, you may vote over the telephone or via the Internet. The proxy card from the Company you received in the mail contains instructions for voting by these methods. If you hold your shares in street name, you must follow the instructions contained in the voting instruction card provided to you by the broker, bank or other institution holding your shares on your behalf.

Do I vote only once regardless of how many shares I own? If not, how many votes do I get to cast?

You are entitled to one vote for each share of common stock in the Company which you held as of the close of business on March 30, 2015.

What is a quorum and why is it important?

In the context of the Annual Meeting, a quorum is the presence at the meeting, either in person or by proxy, of stockholders holding the minimum number of shares of the Company’s stock necessary to make the proceedings of that meeting valid under the Company’s By-laws and applicable law.

What are my choices when voting on a particular proposal?

You may vote “FOR”, “AGAINST” or “ABSTAIN” with respect to each proposal.

How many votes are needed for the proposals to pass?

Election of Directors (Proposal No. 1).     The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy is required for election as a Director. The “affirmative vote of a majority of the votes cast” means that the number of votes cast “FOR” a Director Nominee’s election exceeds the number of votes cast “AGAINST” such Director Nominee’s election. Abstentions and broker non-votes are not counted as votes in this context.

What does it mean to “ABSTAIN” from voting and what impact does that have?

If you indicate on your proxy card that you wish to “ABSTAIN” from voting with respect to a particular proposal, your shares will not be voted with respect to that proposal. Your shares, however, will be considered “present” and “entitled to vote” at the meeting and will be counted to determine whether there is a quorum present at the Annual Meeting. Beyond being counted for purposes of establishing a quorum, the practical effect of voting to “ABSTAIN” may vary depending upon the proposal for which you submit it. Voting to “ABSTAIN” will have no effect on the outcome of any of the proposals because the outcome of the vote on each proposal will be based upon the number of votes cast and votes to “ABSTAIN” are not counted as votes cast. However, with respect to Proposal No. 2 (ratification of the appointment of the independent registered public accounting firm) and Proposal No. 3 (approval of Named Executive Officer compensation), the vote is advisory in nature and, to the extent that the Board considers and gives weight to the voting results when considering future action on the subject of the proposal, a vote to “ABSTAIN” provides no input to the Board with respect to your preference on that subject.

Who will count the votes?

The votes will be counted by an inspector of election appointed by the Board. The Board has appointed Jeanine Simon of Computershare as the inspector of election and Michael Lang, also of Computershare, as an alternate inspector of election in the event Ms. Simon is unable to serve.

What happens if I return my proxy card but do not mark how I want my votes to be cast?

If you timely return a signed and dated proxy card, but do not mark how your shares are to be voted, those shares will be voted by the Proxy Committee as recommended by the Board of Directors.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote your shares:

FOR the election of each of the nominee Directors (Proposal No. 1).

FOR the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm (Proposal No. 2).

FOR the approval of Named Executive Officer compensation (Proposal No. 3).

FOR the re-approval of the material terms of the performance goals under the Company’s Long-Term Performance Plan (Proposal No. 4).

FOR the re-approval of the material terms of the performance goals under the Company’s Stock Incentive Plan (Proposal No. 5).

personal qualities and characteristics, such as judgment, integrity, reputation in the business community and record of public service;

business and/or professional expertise, experience and accomplishments;

ability and willingness to devote sufficient time to the affairs of the Board and of the Company;

diversity of viewpoints, backgrounds and experience they will bring to the Board; and

the needs of the Company at the time of nomination to the Board and the fit of a particular individual’s skills and personality with those of other Directors in building a Board that is effective and responsive to the needs of the Company.

Richard A. Abdoo

71

April 19, 2001

Management Development and Compensation (Chair), Nominating and Governance

Current Principal Occupation:

President, R. A. Abdoo & Co., LLC

Served as Chairman and Chief Executive Officer of Wisconsin Energy Corporation from May 1991 to April 2004, and as President from May 1991 to March 2003

NiSource Inc. (2008 — present), ZBB Energy Corporation (2009 — present)

Bachelor degree in electrical engineering from the University of Dayton; Master of Arts degree in economics from the University of Detroit

Member of the American Economic Association and a registered professional engineer in Michigan, Ohio, Pennsylvania and Wisconsin

By virtue of his former positions as Chairman and Chief Executive Officer of Wisconsin Energy Corporation, as well as his current positions as a member of the Boards of Directors of two other energy-related companies, Mr. Abdoo has extraordinary expertise and experience pertaining to energy issues. Because the steel industry is an intense user of energy, his depth of knowledge of the energy industry is of particular note with respect to his qualifications to serve as a Director of AK Steel, though it clearly is not the sole reason for his nomination to the Board. More broadly, by virtue of his diverse background and experience, Mr. Abdoo provides valuable insights with respect to a broad range of business, social and governance issues facing corporations today. As a former Chief Executive Officer, Mr. Abdoo understands well the issues facing executive management of a major corporation. As a registered professional engineer in several states, Mr. Abdoo is able to offer a unique technical perspective to issues under consideration by the Board. By virtue of his long-time role as a champion of humanitarian and social causes, including on behalf of the Lebanese community, he has great expertise with respect to the social issues confronting corporate America. As a result of his commitment to and work on behalf of social causes, he is a recipient of the Ellis Island Medal of Honor, presented to Americans of diverse origins for their outstanding contributions to their own ethnic groups and to American society.

Included in this section for Mr. Abdoo, and similarly for all other nominees below, are all directorships at public companies and registered investment companies held currently or at any time since January 1, 2010.

John S. Brinzo

73

January 19, 2007

Finance, Management Development and Compensation, Nominating and Governance

Current Principal

Occupation:

Retired Chairman of the Board of Directors and Chief Executive Officer of Cliffs Natural Resources, Inc. (f/k/a Cleveland-Cliffs Inc)

Served as Chairman, President and Chief Executive Officer of Cliffs Natural Resources, Inc. (f/k/a Cleveland-Cliffs Inc) from July 2003 until April 2005; served as Chairman and Chief Executive Officer of Cliffs Natural Resources, Inc. (f/k/a Cleveland-Cliffs Inc) from January 2000 until his retirement as CEO in September 2006 and subsequent retirement as Chairman in May 2007

Delta Air Lines, Inc. (2007 — present), Brink’s Home Security Holdings, Inc. (2008 — 2010)

Bachelor of Science degree in business administration from Kent State University; Master of Business Administration degree from Case Western Reserve University

Chairman of the advisory council of the School of Business, Kent State University. Past Chairman of the National Mining Association. Past director of the American Iron and Steel Institute.

Mr. Brinzo brings to the Board a broad knowledge of, and unique insights into, raw materials issues, an area which is and will remain vital to the Company’s business. Mr. Brinzo guided Cliffs Natural Resources, Inc. (then known as Cleveland-Cliffs Inc) through some of the most difficult times in the history of the iron ore and steel industries, expanding the company with domestic and international acquisitions, and transforming it into a very successful world-wide enterprise. Mr. Brinzo’s contribution to the Board, however, is not limited to his industrial expertise and experience. He has years of executive management experience which he is able to draw upon when exercising his oversight responsibilities as a member of the Company’s Board. In addition, by virtue of his service on other large company boards, such as Alpha Natural Resources, Inc., Brinks Home Security Holdings, Inc. and Delta Air Lines, Inc., Mr. Brinzo provides valuable experience in dealing with other areas of Board responsibility, including with respect to corporate governance and executive compensation matters. Mr. Brinzo also has an extensive financial background and served as Controller and Chief Financial Officer of Cliffs Natural Resources. He is a member of Delta Air Line’s Audit Committee and has served on three other audit committees of publicly traded companies.

Dennis C. Cuneo

65

January 21, 2008

Audit, Public and Environmental Issues

Current Principal

Occupation:

Partner, Washington DC office, Fisher & Phillips LLP and President, DC Strategic Advisors, LLC

Served as an attorney at Arent Fox LLP from 2006 to 2010, Senior Vice President of Toyota Motor North America, Inc. from 2000 to 2006, Corporate Secretary and Chief Environmental Officer of Toyota Motor North America, Inc. from 2004 to 2006, and Senior Vice President of Toyota Motor Manufacturing North America from 2001 to 2006

Other Public Directorships Held:

BorgWarner Inc. (2009 — present)

Bachelor of Science in Business Administration degree from Gannon College; Master of Business Administration degree from Kent State University; Juris Doctor degree from Loyola University

Serves on the boards of directors for the Center for Automotive Research and SSOE Group. Member of the Visiting Committee of the University of Chicago’s Physical Sciences Division. Served as Board Chairman of the Cincinnati Branch of the Federal Reserve from 2003 to 2004. Former member of the executive committee and chair of the human resources group of the National Association of Manufacturers. Previous gubernatorial appointments in California, Kentucky, and Mississippi. Serves on the Advisory Boards of View Inc. and UIEvolution.

Mr. Cuneo brings a wealth of experience in, and a deep understanding of, the automotive industry, a key part of the Company’s product market and strategy. Mr. Cuneo is a former senior executive and officer at Toyota Motor North America, Inc. and Toyota Motor Manufacturing North America. Mr. Cuneo’s Toyota career spanned more than 22 years, during which he was responsible for legal affairs, administration, public relations, investor relations, environmental affairs, corporate advertising, government relations, philanthropy, planning, research and Toyota’s Latin America Research Group. As one of Toyota’s earliest American manufacturing executives, he was instrumental in the launch of the company’s manufacturing operations in North America, and led Toyota’s site selection team for North America for over 10 years. He continues to consult in the automotive industry, and sits on the Boards of BorgWarner Inc., a publicly-traded automotive supplier, and the Center for Automotive Research, a leading auto industry think tank. Thus, he not only brings to the Board his knowledge of the automotive industry and its trends, he also contributes significantly to its expertise and experience in a broad range of Board oversight areas. Mr. Cuneo also is a licensed attorney, so he is able to provide a legal perspective on issues facing the Board and the Company, particularly with respect to corporate governance and regulatory matters.

Sheri H. Edison

58

August 1, 2014

Audit, Management Development and Compensation, Nominating and Governance

Current Principal

Occupation:

Vice President, General Counsel and Secretary, Bemis Company, Inc.

Senior Vice President, Chief Administrative Officer and Assistant Secretary of Hill-Rom, Inc. from 2007 to 2010; Vice President, Global Quality System, General Counsel, and Secretary of Hill-Rom, Inc. from 2006 to 2007; Vice President, General Counsel and Secretary of Hill-Rom, Inc. from 2003 to 2007; Vice President and General Counsel and Secretary of Batesville Casket Company from 2002 to 2003; Assistant General Counsel of LTV Steel Company from 1999 to 2002

Other Public Directorships Held:

None

Juris Doctor degree from Northwestern University School of Law, Bachelor of Arts degree in History and Journalism from the University of Southern California

Member, National Association of Corporate Directors (NACD) and NACD Fellow; Member of Board of Directors, Fox Cities Performing Arts Center; Alumnae, DirectWomen Board Institute

Ms. Edison brings valuable knowledge and insight to the Board as a current executive officer of a large, publicly-traded manufacturer, as well as by virtue of her prior industry experience. As Vice President, General Counsel and Secretary of Bemis Company, she is able to share with the Board her experience and acumen dealing with the contemporary, evolving issues present in a complex, multinational manufacturer. In addition, Ms. Edison’s service at Bemis and her prior roles in the legal department of other large manufacturing companies enables her to contribute a broad and deep understanding of the dynamic environment with respect to the legal, regulatory, enterprise risk and corporate governance issues regularly faced by the Company. Ms. Edison also brings experience in the steel industry, having previously served in a senior management position with LTV Steel Company.

Mark G. Essig

57

November 1, 2013

Audit, Finance, Public and Environmental Issues

Current Principal

Occupation:

Chief Executive Officer, FKI Security Group

Served as Chief Executive Officer of Rathgibson LLC from January 2011 to May 2012; served as President and CEO of Sangamon Industries LLC from May 2008 to January 2011; served as Chief Executive Officer of Aviation, Power & Marine, Inc. from January 2009 to January 2010; served as President and CEO of Barjan LLC from August 2002 to May 2008; served as Chief Executive Officer, President and Chairman of the Board of GS Industries from January 1998 to August 2002; held several positions at AK Steel including Executive Vice President — Operations and Sales from 1997 to January 1998, Executive Vice President — Sales 1994 to 1997, Vice President — Sales and Marketing from 1992 to 1994 and Assistant to CEO and Vice President — Human Resources in 1992; served as Chief Financial Officer of Washington Steel Corporation from 1990 to 1992 and as Vice President — Finance and Administration from 1988 to 1990.

Other Public Directorships Held:

None

Bachelor degree from Loyola University; Master of Business Administration degree from the University of Illinois

Served on the Board of Directors of Steel Technologies from 2002 to 2008.

As a current and former chief executive of several companies, Mr. Essig brings to the Board the perspective of a leader facing a dynamic business environment on a daily basis. He is an accomplished senior operating executive with a wealth of finance, sales and administration experience in a number of diverse industries, including significant experience with manufacturing businesses. In light of his past service as an executive officer of AK Steel and of Washington Steel, he brings with him to the Board a deep understanding of the steel industry and its challenges and opportunities. Mr. Essig also has experience heading various portfolio companies of private equity firms, where he maintained a keen focus on operational efficiency and maximizing shareholder value.

William K. Gerber

61

January 1, 2007

Finance, Audit (Chair), Public and Environmental Issues

Current Principal

Occupation:

Managing Director, Cabrillo Point Capital LLC

Served as Executive Vice President and Chief Financial Officer of Kelly Services, Inc. from 1998 to December 2007; served as Vice President-Finance from 1993 to 1998 and Vice President-Corporate Controller from 1987 to 1993 of L Brands Inc. (f/k/a The Limited Brands Inc.)

Wolverine World Wide, Inc. (2008 — present), Kaydon Corporation (2007 — 2013)

Bachelor of Science in Economics degree from the Wharton School at the University of Pennsylvania; MBA degree from the Harvard Graduate School of Business Administration

Certified Public Accountant

Mr. Gerber brings an impressive background in corporate finance and accounting to AK Steel’s Board. Mr. Gerber currently is Managing Director of Cabrillo Point Capital LLC, a private investment fund. Prior to that, he was Executive Vice President and Chief Financial Officer of Kelly Services, Inc., a global staffing solutions company. Prior to joining Kelly Services, Mr. Gerber held senior management positions in corporate finance for The Limited, Inc. He also is a Certified Public Accountant. By virtue of these and other positions, Mr. Gerber is one of the Board’s “audit committee financial experts.” He thus contributes a broad and keen understanding of complex financial and accounting matters to the Board and its Audit Committee, which he chairs. The Board also benefits from Mr. Gerber’s membership on the audit committee of Wolverine World Wide, Inc., as he is able to share best practices and ideas learned and developed during his service on that committee.

Robert H. Jenkins

72

January 24, 1996

Management Development and Compensation, Nominating and Governance (Chair)

Current Principal Occupation:

Lead Director of the Company’s Board of Directors

Served as the non-executive Chairman of the Board of the Company from October 2003 through December 2005; served as Chairman of the Board of Sundstrand Corporation from April 1997 and as President and Chief Executive Officer of that company from September 1995, in each case until his retirement in August 1999 following the merger of Sundstrand Corporation with and into United Technologies Corporation in June 1999; employed by Illinois Tool Works as its Executive Vice President and in other senior management positions for more than five years prior thereto

Clarcor Inc. (1999 — present), ACCO Brands Corporation (2007 — present; Presiding Independent Director 2009 — 2013; 2014 — present), Jason Industries, Inc. (2014 — present)

Bachelor of Science degree in Business Administration from the University of Wisconsin

Past member of the board of trustees for the Manufacturers Alliance and the National Association of Manufacturers. Past member of the board of directors of Sentry Insurance and Visteon Corporation.

Mr. Jenkins brings to the Board a long and accomplished history of service and leadership on this Board and on the boards of other companies. He was previously selected by Board Alert as one of the year’s seven Outstanding Directors in the United States. In addition to serving as the Lead Director of AK Steel, he also serves as the Presiding Independent Director of ACCO Brands Corporation. He has a keen understanding of executive management issues by virtue of his own experiences as an executive in the private sector, including as former Chairman and Chief Executive Officer of Sundstrand Corporation and as a senior executive at Illinois Tool Works. His prior experience with Sundstrand and Illinois Tool Works also provided Mr. Jenkins with an in-depth understanding of industrial processes and management of a manufacturing business. The Board and the Company’s Management gain valuable strategic and operational guidance from Mr. Jenkins, owing to his depth and breadth of experience in manufacturing companies and his history of board leadership positions.

Ralph S. Michael, III

60

July 20, 2007

Finance (Chair), Audit, Management Development and Compensation

President and Chief Executive Officer, Fifth Third Bank, Greater Cincinnati

Former President and Chief Operating Officer of the Ohio Casualty Insurance Company from July 2005 until its sale in August 2007; served as Executive Vice President and Manager of West Commercial Banking for U.S. Bank, National Association, and then as Executive Vice President and Manager of Private Asset Management for U.S. Bank, from 2004 through July 2005; served as President of U.S. Bank Oregon from 2003 to 2005; served as Executive Vice President and Group Executive of PNC Financial Services Group, with responsibility for PNC Advisors, PNC Capital Markets and PNC Leasing, from 2001 to 2002; served as Executive Vice President and Chief Executive Officer of PNC Corporate Banking from 1996 to 2001

Key Energy Services Inc. (2003 — present), Arlington Asset Investment Corporation (2006 — present), and FBR & Co. (2009 — 2013)

Bachelor of Arts degree in economics from Stanford University; Master of Business Administration degree from the University of California at Los Angeles (UCLA) Graduate School of Management

Serves on the boards of directors of The Cincinnati Bengals, Inc., the Cincinnati Center City Development Corporation, CSAA Insurance Exchange and AAA-Allied Group. Serves on the board of trustees of Xavier (OH) University, TriHealth, Inc., and the Cincinnati Chapter of The American Red Cross.

Mr. Michael brings a strong business, banking and financial background to the Board. Mr. Michael has held executive level positions with several companies in the insurance and financial sectors, including in his current capacity as President and Chief Executive Officer of Fifth Third Bank, Greater Cincinnati. Previously, Mr. Michael held various executive and management positions with Ohio Casualty Insurance Company, U.S. Bank and PNC Financial Services Group. As a result of these years of experience in executive management and financial services, Mr. Michael is one of the Board’s “audit committee financial experts.” His experience and background also enable him to provide valuable insights on a variety of Board oversight matters, including complex banking and financial issues. In addition, the Board and Management benefit from the experience and knowledge Mr. Michael provides from service on other public company boards. These include capital markets and finance matters as a former director for FBR & Co. and energy-related issues as a member of the board and Lead Director of Key Energy Services, Inc.

Dr. James A. Thomson

70

March 18, 1996

Audit, Public and Environmental Issues (Chair)

Current Principal Occupation:

Retired President and Chief Executive Officer of The RAND Corporation

President and Chief Executive Officer of The RAND Corporation from 1989 to 2011. From 1977 to January 1981, Dr. Thomson was a member of the National Security Council staff at the White House. He served on the staff of the Office of the Secretary of Defense from 1974 to 1977.

Other Public Directorships Held:

None

Bachelor of Science degree in physics from the University of New Hampshire; M.S. and Ph.D. in physics from Purdue University

Member of the Council on Foreign Relations, New York; serves on the board of directors of Praedicat, Inc., the International Institute for Strategic Studies, London, the Los Angeles World Affairs Council and the Los Angeles Regional Food Bank. Former member of the National Security Council staff at the White House, where he was primarily responsible for defense and arms-control matters related to Europe, and the staff of the Office of the Secretary of Defense.

Dr. Thomson is the former President and Chief Executive Officer of The RAND Corporation. Dr. Thomson had been President and Chief Executive Officer of The RAND Corporation since 1989 and a member of its staff since 1981. RAND is a nonprofit, nonpartisan institution that seeks to improve public policy through research and analysis. RAND’s agenda is broad, including international security, supply chains, health policy, energy and environment, and economics, to name just a sample. Through his position as the top executive of, and years of service with, a think tank providing policy-related research and analysis, Dr. Thomson is able to provide the Board and the Company an unparalleled perspective and depth of knowledge with respect to public policy issues and global trends that affect the Company’s business. As a result, Dr. Thomson is extremely well-suited for his position as Chair of the Public and Environmental Issues Committee. As a former CEO, Dr. Thomson also provides a valuable perspective on the current issues confronting executive management.

James L. Wainscott

58

October 16, 2003

None

Chairman, President and Chief Executive Officer of the Company

President and Chief Executive Officer of the Company from October 2003 to December 2005; Chief Financial Officer from July 1998 to October 2003; Treasurer of the Company from April 1995 to April 2001; elected Senior Vice President of the Company in January 2000, having previously served as Vice President since April 1995.

Other Public Directorships Held:

Parker-Hannifin Corporation (2009 — present)

Bachelor of Science degree in accounting from Ball State University; Master of Business Administration degree from the University of Notre Dame

Former Chairman and current member of the board of trustees for the Good Samaritan Hospital Foundation and serves on the board of trustees of Xavier (OH) University; Former Chairman, American Iron and Steel Institute; Certified Public Accountant, Certified Management Accountant, Certified Internal Auditor, Certified Information Systems Auditor and Chartered Financial Analyst.

Mr. Wainscott serves as the Chairman of the Board and the Company’s Chief Executive Officer and President. Mr. Wainscott began his steel industry career in 1982 with the former National Steel Corporation, holding a number of increasingly responsible positions at plant and corporate headquarters levels. He joined AK Steel as vice president and treasurer in 1995, later advancing to senior vice president and CFO before becoming the Company’s President and Chief Executive Officer in 2003. By virtue of this experience, Mr. Wainscott has an extraordinarily broad and deep knowledge of the Company and the steel industry. As the only employee-Director on the Board, he is able to provide the Board with an “insider’s view” of what is happening in all facets of the Company. He shares not only his vision for the Company, but also his hands-on perspective as a result of his daily management of the Company and constant communication with employees at all levels. A former chairman of the American Iron and Steel Institute, Mr. Wainscott is able to furnish the Board with the most recent and relevant information affecting the steel industry. Mr. Wainscott’s appointment to the board of directors of the Parker-Hannifin Corporation has further expanded his exposure to other management styles and governance perspectives.

Vicente Wright

62

November 1, 2013

Finance, Nominating and Governance, Public and Environmental Issues

Retired President and Chief Executive Officer of California Steel Industries

President and Chief Executive Officer of California Steel Industries from July 2008 to July 2012; director of iron ore and pellets sales for VALE SA from January 2007 to June 2008; President and CEO of Rio Doce America Inc. (RDA) and Rio Doce Limited (RDL), a subsidiary of VALE SA, from October 2004 to December 2006; President and CEO of California Steel Industries from March 2003 to June 2004, and as Executive Vice President, Finance and CFO from February 1998 to February 2003.

Other Public Directorships Held:

None

Bachelor degree in marketing from Marquette University

Former Chairman and serves on the board of directors for Children’s Fund; former member of the board of directors of American Iron and Steel Institute; former Chairman of California Steel Industries; former board member of Acominas steel mill in Brazil; former board member of CSN steel mill in Brazil; former Chairman and board member of Nova Era Silicon ferro silicon mill in Brazil; and former board member of SEAS ferro manganese mill in France.

Mr. Wright’s extensive experience in both the steel and iron ore industries enables him to contribute a wealth of strategic and operational knowledge with respect to key issues affecting the Company. As a former Chief Executive Officer of another major steel company, he is able to provide valuable insights into the current challenges and opportunities for the Company’s steel business. In addition, by virtue of his experience working for one of the world’s largest iron ore producers, he is able to provide guidance with respect to significant trends and emerging issues pertaining to one of the Company’s most significant raw materials. Having served as an executive for several large international metals and mining companies, he brings to the Board a global and diverse perspective to the Company’s business. Mr. Wright also is multi-lingual and has worked in various regions of the world throughout his distinguished career.

Director

Richard A. Abdoo

John S. Brinzo

Dennis C. Cuneo

Sheri H. Edison

Mark G. Essig

William K. Gerber

Robert H. Jenkins(1)

Ralph S. Michael, III

Shirley D. Peterson(2)

Dr. James A. Thomson

James L. Wainscott(3)

Vicente Wright

Mr. Jenkins is the independent Lead Director of the Board.

Mrs. Peterson’s current Committee membership is shown on the chart above. She will cease to be a member of those Committees following the 2015 Annual Meeting of Stockholders by virtue of the fact that, as previously disclosed, she has elected not to stand for re-election to the Board.

Mr. Wainscott is the Chairman of the Board.

overseeing the integrity of the Company’s financial statements;

monitoring compliance with legal and regulatory requirements;

assessing the independent registered public accounting firm’s qualifications and independence;

assessing the performance of the independent registered public accounting firm and internal audit function;

determining annually that one or more of its members meets the definition of “audit committee financial expert” within the meaning of the Sarbanes-Oxley Act of 2002; and

reviewing annually the financial literacy of each of its members, as required by the New York Stock Exchange listing standards.

the Company’s exposure to short- and long-term financial risk and Management’s strategies, plans and procedures to manage such risks, including its hedging strategies;

the Company’s capital structure and liquidity, including credit facilities;

Management’s assessment of the Company’s cash needs, evaluation of capital market and other options to assist in addressing those needs, and recommendations with respect to those options; and

the performance of the members of any Benefit Plans Administrative Committee and any Benefit Plans Asset Review Committee of the Company, and the performance of assets under the direction of the Benefit Plans Asset Review Committee.

overseeing and reporting to the Board on the development and implementation of the Corporation’s policies and programs for the development of its senior leadership;

overseeing and reporting to the Board on the development and implementation of the Corporation’s Executive Officer succession plan;

determining and approving the compensation of the Company’s Chief Executive Officer;

determining and approving compensation levels for the Company’s other Executive Officers;

reviewing and approving management incentive compensation policies and programs;

reviewing and approving equity compensation programs for employees;

reviewing and approving the Compensation Discussion and Analysis for inclusion in the proxy statement;

reviewing and assessing the Corporation’s compensation program to determine whether any of its aspects encourage excessive or inappropriate risk-taking;

reviewing and assessing any stockholder advisory vote on the compensation of the Corporation’s Named Executive Officers (“say-on-pay vote”) and considering whether to make any adjustments to the Corporation’s executive compensation policies and practices in light of such assessment;

reviewing and recommending to the Board the frequency with which the Corporation should submit to the stockholders a say-on-pay vote; and

reviewing the independence of compensation committee consultant(s).

reviewing the size and composition of the Board as a whole, including whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;

identifying, screening and reviewing individuals qualified to serve as Directors and recommending to the Board candidates for nomination for election at the Annual Meeting of Stockholders or to fill Board vacancies;

overseeing the Company’s policies and procedures for the receipt of stockholder suggestions regarding Board composition and recommendations of candidates for nomination by the Board;

developing, recommending to the Board and overseeing implementation of the Company’s Corporate Governance Guidelines;

reviewing on a regular basis the overall corporate governance of the Company and recommending improvements when necessary;

considering the independence and related qualifying determinations of each Director and nominee for Director and making a recommendation to the Board with respect to such matters; and

reviewing the Company’s policies and procedures for the review, approval or ratification of reportable transactions with related persons, including reviewing and addressing conflicts of interest of Directors and Executive Officers, and making a recommendation to the Board with respect to such matters.

Mr. Wainscott’s extensive steel industry and financial experience gained during his career. The Board believes that this experience is particularly valuable in light of the many challenges currently facing the Company and the steel industry. The Company and the cyclical steel industry are continuing to face difficult business and economic conditions and continue to face significant technological, trade, environmental and other significant challenges to their business. Mr. Wainscott’s experience provides an extremely valuable and particularly well-suited foundation for developing the business strategies and tactics to meet those challenges;

Mr. Wainscott’s role in managing the Company’s business on a day-to-day basis and the keen awareness of, insights into, and deep understanding of the most important matters affecting the Company which he derives from that role;

The combination of Mr. Wainscott’s day-to-day management of the business in his role of Chief Executive Officer and his leadership of the Board in its oversight of the strategic initiatives and risk management uniquely enables Mr. Wainscott to assist the Board and Management in identifying potential material items of risk and to develop and implement solutions for addressing or mitigating such risks;

Mr. Wainscott’s outstanding leadership and performance as Chief Executive Officer, including the extraordinary gains and improvements by the Company since he first became President and Chief Executive Officer in the fall of 2003; and

The benefits of centralized and unified Company leadership in one person so that there is no ambiguity as to who is accountable for leading the Company.

The Committee identified the most significant risks facing the Company.

The Committee identified the material design elements of the Company’s compensation policies and practices with respect to all employees.

The Committee then evaluated whether there is a relationship between any of those design elements and any of the Company’s most significant risks. More specifically, the Committee evaluated whether any of the design elements of the Company’s compensation policies and practices encourage the Company’s employees to take excessive or inappropriate risks that are reasonably likely to have a material adverse impact on the Company.

the benefits of the transaction to the Company;

the impact on a Director’s independence in the event the related person is a Director, an immediate family member of a Director, or an entity in which a Director is a partner, stockholder or Executive Officer;

the availability of other sources for comparable products or services;

the terms of the transaction; and

the terms available to unrelated third parties or to employees generally with respect to a comparable transaction.

Name(1)

Richard A. Abdoo(2)

John S. Brinzo

Dennis C. Cuneo

Sheri H. Edison(6)

Mark G. Essig

William K. Gerber

Bonnie G Hill(7)

Robert H. Jenkins

Ralph S. Michael, III

Shirley D. Peterson

Dr. James A. Thomson

Vicente Wright

Mr. James L. Wainscott, the Company’s Chairman, President and Chief Executive Officer, is not included in this table because he is an employee of the Company and thus receives no compensation for his service as a Director and Chairman of the Board of Directors. Mr. Wainscott’s compensation from the Company for his service as an employee and Executive Officer is reported in the Summary Compensation Table beginning at page 65.

Mr. Abdoo elected to take an additional portion of his compensation in the form of RSUs during 2014, pursuant to the terms of the Company’s Stock Incentive Plan. This had the effect of reducing his cash compensation and increasing the value of his RSU awards in the table above.

The amounts in this column reflect the aggregate grant date fair value of RSUs granted in 2014, computed in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC Topic 718”). The average of the high and low selling price of the Company’s common stock on the date the fee is to be paid is used to calculate the number of RSUs to be issued. The actual number of RSUs granted each quarter is calculated by dividing the quarterly annualized amount (e.g., $26,250) by the average of the high and low sales price of the Company’s common stock on the grant date. For 2014, Mr. Abdoo, Mr. Brinzo, Mr. Cuneo, Dr. Hill and Mr. Wright elected to defer settlement of their RSUs until six months following the date they complete their service on the Board. As of December 31, 2014, non-employee Directors had the following aggregate number of RSUs outstanding (rounded to the nearest whole number): Mr. Abdoo, 156,226; Mr. Brinzo, 68,085; Mr. Cuneo, 62,306; Ms. Edison, 12,821; Mr. Essig, 13,872; Mr. Gerber, 13,872; Mr. Jenkins, 13,872; Mr. Michael, 13,872; Mrs. Peterson, 13,872; Dr. Thomson, 19,651; and Mr. Wright, 26,656.

No stock options were granted to Directors in 2014. As of December 31, 2014, non-employee Directors had the following aggregate number of options outstanding: Mr. Abdoo, 10,000; Mr. Brinzo, 10,000; Mr. Cuneo, 10,000; Mr. Gerber, 10,000; Mr. Jenkins, 10,000; Mr. Michael, 10,000; Mrs. Peterson, 10,000; and Dr. Thomson, 10,000.

The amounts in this column constitute matching charitable gift donations made by the AK Steel Foundation pursuant to a matching gift program. Under this program, employees and Directors of the Company are eligible for matching contributions by the Foundation of up to $5,000 per person per calendar year to qualifying charitable institutions. In certain instances, because of timing issues related to when a contribution is made by a participant in the program and when the participant submits the related matching gift form to the Company, a participant could have matching contributions from the Foundation totaling up to $10,000 paid in a single year relating to contributions by the participant spanning two calendar years.

Ms. Edison was elected to the Board effective August 1, 2014, so in 2014 she only received compensation for that remaining portion of the year during which she served. Upon her election, Ms. Edison received a grant of 3,300 RSUs.

Dr. Hill retired as a Director on May 29, 2014.

Directors and Executive Officers

Richard A. Abdoo

John S. Brinzo

Dennis C. Cuneo

Sheri H. Edison

Mark G. Essig

William K. Gerber

David C. Horn

Keith J. Howell

Robert H. Jenkins

Ralph S. Michael, III

Roger K. Newport

Shirley D. Peterson

Kirk W. Reich

Dr. James A. Thomson

James L. Wainscott

Vicente Wright

All current and nominee Directors and current Executive Officers as a group (22 persons)

A significant portion of the effective equity ownership in the Company by Directors is in the form of RSUs that do not satisfy the definition of “shares beneficially owned” for purposes of this table and therefore are not included in this table. An RSU is a grant valued in terms of stock, but no actual shares of stock are issued at the time of the grant. Directors had the following aggregate number of RSUs outstanding (rounded to the nearest whole number) as of March 30, 2015: Mr. Abdoo, 156,226; Mr. Brinzo, 68,085; Mr. Cuneo, 62,306; Ms. Edison, 12,821; Mr. Essig, 13,872; Mr. Gerber, 13,872; Mr. Jenkins, 13,872; Mr. Michael, 13,872; Mrs. Peterson, 13,872; Dr. Thomson, 19,651; and Mr. Wright, 26,656.

An asterisk indicates ownership of less than 1%.

Name and Address of Beneficial Owner

BlackRock Inc.

55 East 52^nd Street

New York, NY 10022

The Vanguard Group, Inc.

100 Vanguard Blvd.

Malvem, PA 19355

Based on information contained in a statement on Schedule 13G (Amendment No. 3) dated December 31, 2014 and filed January 22, 2015, BlackRock Inc. has sole investment and dispositive power over 15,469,243 shares and sole voting power over 15,032,882 shares of the outstanding common stock of the Company.

Based on information contained in a statement on Schedule 13G (Amendment No. 5) dated December 31, 2014 and filed February 11, 2015, The Vanguard Group, Inc. has sole investment power and sole voting power over 11,067,163 shares of the outstanding common stock of the Company.

Plan Category

Equity compensation plans approved by security holders

Executive Compensation Program Overview

Contextual Information for 2014 Executive Compensation

2014 CEO / NEO Compensation – Overview of Links to Performance

Who has the direct responsibility for determining executive compensation?

Summary of Key Takeaways

Discussion

What is the Company’s compensation philosophy?

Summary of Key Takeaways

Discussion

Does the Committee review the Company’s executive compensation program periodically to determine if it still effectively implements the Company’s compensation philosophy?

Summary of Key Takeaways

Discussion

Does the Company reach out to shareholders to solicit their views on its executive compensation program?

Summary of Key Takeaways

Discussion

What changes did the Committee make to the executive compensation program in 2014?

Summary of Key Takeaways

Discussion

What specific policies does the Company have which impact executive compensation?

Summary of Key Takeaways

Discussion

How does the Committee determine executive compensation?

Summary of Key Takeaways

Discussion

How did the Committee determine the 2014 executive compensation package for Mr. Wainscott?

Summary of Key Takeaways

Discussion

What specific action did the Committee take in 2014 with regard to the key elements of the Company’s executive compensation program for the NEOs and what were the principal reasons for that action?

Summary of Key Takeaways

Discussion

What pension, post-termination and other benefits are provided to Executive Officers?

Summary of Key Takeaways

Discussion

What is the Company’s Policy with Respect to Deductibility of Executive Compensation?

Summary of Key Takeaways

Discussion

Executive Summary of Pay-for-Performance Components and other Key Elements of the Executive Compensation Program

base salary;

annual performance-based awards under the Company’s Management Incentive Plan (the “Annual Incentive Plan”);

long-term performance-based awards under the Company’s Long-Term Performance Plan (the “Long-Term Plan”);

awards of stock options, restricted stock and performance shares under the Company’s Stock Incentive Plan (the “Stock Plan”); and

certain employee benefits, perquisites and post-employment benefits.

Annual say-on-pay shareholder vote;

Annual shareholder outreach program;

The Committee’s engagement of its own independent compensation consultant;

The use of peer group and other comparative survey data provided by an independent compensation consultant in determining executive compensation levels;

The establishment annually of a focus list of items for the CEO and an annual evaluation of the CEO’s and the Company’s performance that is factored into the annual determination of the CEO’s compensation package;

The Committee engages in a comprehensive “deep dive” review of the Company’s executive compensation program with the assistance of its independent executive compensation consultant every several years, in addition to its regular annual review of the effectiveness and competitiveness of the program;

A policy against re-pricing or replacing underwater options;

An executive compensation clawback policy applied to performance-based compensation;

Stockholder approval of certain severance agreements with senior executives;

Executive Officer stock ownership guidelines;

A policy prohibiting employees, including Executive Officers, from engaging in insider trading or hedging transactions, holding Company securities in margin accounts and the pledging of Company securities;

No tax gross-ups or “single triggers” in the change-of-control agreements with its Executive Officers; and,

Locking the Company’s Executive Minimum and Supplemental Retirement Plan (“SERP”) in 2014 to then-existing participants and replacing it for officers elected thereafter with a new retirement plan providing a reduced level of benefits.

For purposes of this Compensation Discussion and Analysis, the term “Named Executive Officers” or “NEOs,” when capitalized, refers to the following in reference to 2014 (with their titles as of December 31, 2014):

James L. Wainscott — Chairman of the Board of Directors, President and Chief Executive Officer

David C. Horn — Executive Vice President, Chief Legal and Administrative Officer and Secretary

Roger K. Newport — Senior Vice President, Finance and Chief Financial Officer

Kirk W. Reich — Senior Vice President, Manufacturing

Keith J. Howell — Vice President, Operations

There were no payouts under the financial performance components of the Company’s Annual Incentive Plan;

There were no payouts under the quality performance components of the Company’s Annual Incentive Plan despite the outstanding quality performance because achieving the threshold goal for financial performance was a prerequisite to payment of the quality component of the Annual Incentive Plan;

There were no payouts under the Company’s Long-Term Plan;

There were no shares issued pursuant to the performance share awards under the Company’s Stock Plan; and,

There were no performance-based matches under the Company’s thrift plans.

The only item referenced in the Summary Compensation Table not included in the referenced charts is the change in pension value for each NEO. That value is excluded because it is not a component of compensation awarded annually by the Committee to the NEOs. Rather, it is a mathematical calculation of the actuarial change in value of the NEO’s pension that is attributable to factors outside the control of the Committee and the NEOs, such as a change in the discount rate used to present value the pension benefits or a change in the interest component of the value as a result of the NEO’s change in age relative to the NEO’s assumed retirement date. The change in value also is not a fair reflection of the NEO’s total compensation. That is illustrated by the difference in the change-in-value numbers for Mr. Wainscott. In 2012, the calculated value of his pension increased by approximately $3.6 million. In 2013, it decreased by approximately $0.85 million. In 2014, it increased by approximately $4.4 million. The differences are attributable almost entirely to changes in the discount rate used to determine Mr. Wainscott’s future pension value and to re-calculate it to its present value. For each year reported, the value is simply an actuarial calculation. In none of those years did Mr. Wainscott realize any cash benefit (or detriment) attributable to the reported change in value.

Wainscott

Newport

Horn

Reich

Howell