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April  2015
©
2015 ATI. All Rights Reserved.
ATI Say on Pay Discussion

Shareholder Goals
ATI Current State: CEO
Amount of compensation at risk
81%
Amount of equity-based compensation linked to
performance
83%
Level of compensation compared to industry peers
Total slightly below median
of peers
Contemporary best practices for executive compensation:
-Double trigger for change in control agreements
-Elimination of tax gross-ups
-Elimination of excessive perqs
-Anti-hedging, anti-pledging policies
-Clawback provisions
-Robust stock ownership guidelines for NEOs
-Comprehensive risk evaluation of program administration
Adopted from 2011-2015
Compensation programs designed to reflect company
strategy to create long-term shareholder value
Yes; see pages 3 and 4
Also described in CD&A
Investor Feedback on Say on Pay
©
ATI 2015. All Rights Reserved.
2

ATI Compensation Plans and Changes
Factors affecting ATI’s compensation plans from  2011-2015:
•
Reduced several aspects of existing exec comp programs to align with investors
philosophies and changing exec comp environment
•
Implemented changes carefully in order to manage retention throughout the change
period (evolution vs. revolution)
•
Hot Rolling & Processing Facility completion/commissioning (Brackenridge, PA)
•
New titanium sponge facility Premium Quality qualification (Rowley, UT)
•
Strategic acquisitions (e.g., Ladish)
•
Addition of executive position (CCMO) for centralizing and standardizing market
penetration and emphasizing revenue growth
•
Other
changes
throughout
the
executive
staff
from
2012
–
early
2015
Completion of nearly $3 billion in strategic investments (including acquisitions)
within specific time frames necessary to realize the expected long-term ROI 
©
ATI 2015. All Rights Reserved.
3
Newly appointed CEO: Richard Harshman
Board
and
CEO
understanding
of
the
future
challenges
and
need
to
create
the
organization necessary to meet the challenges

CEO Compensation and Relative TSR
Relevant facts for CEO compensation:
©
ATI 2015. All Rights Reserved.
4
2011
2012
2013
2014
Equity Awards-LT
4,128,092
3,093,395
3,181,302
3,846,929
Cash Awards-LT (KEPP)
2,934,214
1,075,649
-
-
Cash Awards-ST (AIP)
2,200,000
1,680,187
-
1,376,450
Salary
806,667
923,123
954,006
993,019
Total Realized Compensation
8,223,066
6,888,539
2,763,169
3,289,353
3 Yr Relative TSR (ATI peers)
208%
76%
53%
74%
0%
50%
100%
150%
200%
250%
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
-
2,000,000
•
TSR for ATI past 12 months is in top quartile
•
No annual bonus paid for 2013 based on performance
•
Decreased CEO’s target awards year over year (combination of LTI and annual bonus)
•
Froze accruals under the DB plan and SERP (effective Dec. 31, 2014)
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