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UNITED STATES
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Allegheny Technologies Incorporated
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Allegheny Technologies Incorporated
Annual Meeting of Stockholders
April 29, 2011
Supplemental Information regarding Item B
Approval of the Compensation of the Companys Named Officers in an Advisory Vote
The following communication was sent to certain stockholders of Allegheny Technologies Incorporated
(the Company or ATI) beginning on April 12, 2011.
Your vote is important to us. At the 2011 Annual Meeting of Stockholders, the Companys
stockholders will vote on a non-binding proposal to approve the compensation of the Companys named
officers for the first time. The Companys Board of Directors has unanimously recommended that you
vote FOR the proposal to approve, on an advisory (non-binding) basis, the compensation of the
Companys named officers (Item B). In connection with this proposal, ATI is seeking to assist our
stockholders in understanding this proposal and to facilitate prompt voting.
The proxy advisory firms ISS Proxy Advisory Services and Glass Lewis & Co., Inc. have recently
issued statements recommending that our stockholders vote against this proposal, asserting that
there is a misalignment between Company performance and the compensation of our named officers and,
in particular, our Chief Executive Officer. For the reasons that follow, in addition to the
information set forth under the caption Executive Compensation in the Companys 2011 Proxy
Statement, we strongly disagree with their analyses and believe that the Companys executive
compensation programs do in fact appropriately align executive pay with Company performance and
achievement of strategic goals.
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Structure of Executive Compensation Pay for Performance |
We believe that the Companys executive compensation program through its mix of short- and
long-term incentive programs and cash and equity awards appropriately rewards our executives for
achievement of both short-term and long-term financial and strategic results. In the analyses
of our CEOs compensation by ISS and Glass Lewis, they suggest that a disconnect exists between
pay and performance. With regard to one equity incentive plan in particular, ISS stated that
the required performance goal of positive income before taxes does not appear to be
challenging. Their conclusion fails to take into account the state of the global economy and
ATIs business conditions at the time the goal was set by our Board of Directors. ISSs and
Glass Lewis hindsight conclusions are simply not justified in light of the circumstances that
existed at the time the programs were put into effect.
As ISS acknowledged, 89% of the total compensation package for our CEO consisted of variable,
performance-based compensation elements, most of which are long-term. This performance-based
compensation is tied to Company financial performance metrics such as earnings and income before
taxes, as well as the achievement of important strategic and operational goals. This approach
aligns the interests of management with the interests of stockholders.
Our incentive compensation plans are challenging and operate as designed. For example, in 2010,
no performance payments were made under the 2008 Performance/Restricted Stock Program (PRSP).
The net income goal for the PRSP was set by the Board at $1.2 Billion. Likewise, for the
2008-2010 Key Executive Performance Plan (KEPP), no payment was made to the participants; the
target goal for KEPP was set at $3.1 Billion for aggregate income before taxes. In both cases,
these exceedingly challenging earnings targets for each plan had been set in February 2008
before the global economic crisis became apparent.
Additionally, no payments were made to the named officers under the Companys 2009 Annual
Incentive Plan since, in 20/20 hindsight, unrealistically aggressive earnings targets had been set for
the year prior to the onset of the global economic crisis.
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Comparative Financial Performance |
ISSs comparative financial data is flawed. ISSs methodology does not provide an accurate
comparison of ATIs performance to that of its true peers. ISSs recommendation is based in
part by comparing the Companys total shareholder return with that of a group of companies
selected by ISS based on the Global Industry Classification Standard (GICS). The ISS group
includes companies engaged in completely different businesses than ATI, such as copper mining,
iron ore mining, and consumer products packaging. The performance of those companies is not
relevant to ATI and should not be compared with the performance of ATI. Those companies
businesses are not reflective of the same cyclicality and other circumstances that our business,
and the specialty metals manufacturing industry generally, encounters. More importantly, the
ISS peer group does not include certain companies that are clearly recognized by the investing
public as our competitors.
The peers that ATI includes in its selected group are involved in one or more of the businesses
and markets in which ATI participates and are far more representative than companies selected
from a generic statistical database. When ATIs performance is compared to other specialty
metals manufacturers, ATI has clearly outperformed its selected peer group in four of the last
five years in terms of total shareholder return. Moreover, ATI has outperformed the S&P 500 in
four of the last five years. Our one year total shareholder return for 2010 was 25%. For the
ongoing performance periods beginning on January 1, 2009, January 1, 2010, and January 1, 2011,
the Companys total shareholder return is better than 80% of its peer group. When compared to
the companies that ATI views as its peers, ATI was the only major metals manufacturer to remain
profitable (excluding special items) during the recent economic downturn.
ISS also criticizes ATI for using outsized companies in its peer group, such as Alcoa Inc.,
Nucor Corporation and United States Steel Corporation, because that may inflate executive
compensation levels. Including large companies in ATIs selected peer group is important and
useful (i) to bracket ATI statistically and to offset the inclusion of companies that are direct
business competitors but have annual revenue of less than $1 billion, and (ii) because of the
similarity of the exposure of those companies to business cycles and challenges and competition
for capital investment.
Historically, compensation for the Chief Executive Officer, and for all named officers, has
generally fluctuated in correlation with Companys total shareholder return.
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Performance Goals and Discretionary Bonuses |
All of the compensation programs are designed with performance goals that the Personnel and
Compensation Committee of the Board of Directors determines to be challenging. In 2009 and
2010, the Company faced substantial challenges to remaining profitable during a period of
extreme financial and economic dislocation. Accordingly, performance targets for the executive
compensation programs were set for prospective performance measurement periods to reflect the
uncertain economic environment and the Companys business plans for those prospective periods.
In some cases, such targets were lower than in prior performance measurement periods. Though
the Glass Lewis analysis is critical of this action, the Personnel and Compensation Committee
carefully considered the performance goals in light of the economic conditions when the goals
were set and the fact that the Company had not been profitable during prior periods of economic
downturn. Profitability was reasonably expected to be a serious challenge when the performance
goal for the Performance Equity Payment Program (PEPP) was set in December 2009.
Discretionary bonuses, which are unusual, were granted in 2010 to certain named officers as a
result of management having successfully implemented substantially all of the strategic
objectives under Level II of the 2008-2010 KEPP that were deemed critical to fundamentally
reposition ATI to succeed in cyclical markets and to achieve future growth.
During Pat Hasseys tenure as Chief Executive Officer beginning in October 2003, the Company has
undergone a strategic transformation that was designed to position, and has positioned, ATI to
succeed in cyclical markets and for continued profitable growth. The Company has self-funded
critical strategic investments of over $2 billion in capital expenditures and asset
acquisitions, such as our new Rowley, Utah greenfield titanium sponge facility and the titanium
and superalloy facility in Bakers, North Carolina. As a result, ATI is now positioned to take
advantage of advanced specialty metals technologies, offers innovative products, and has
state-of-the-art manufacturing capabilities and a competitive cost structure. This
transformation is evidenced by ATIs stock performance: the Companys closing stock price on
October 1, 2003 was $6.90 and, as of April 11, 2011, was $63.31.
For
the fourth straight year under Mr. Hasseys leadership, ATI was
included in Bloomburg Businessweeks list of the 50 companies in
the S&P 500 with the best total returns for shareholders over
the last five years as of March 31, 2010.