HAYN Haynes International Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.             )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Haynes International, Inc.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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January 9, 2024

To My Fellow Stockholders,

Haynes produces high value differentiated nickel and cobalt-based high-performance alloys. While our alloy names may be familiar to only those in our industry, the impact that our alloys have on improving the technology of the world is widely recognized. We have been inventing new, game-changing alloys for over 100 years. Alloys invented by Haynes helped power Charles Lindbergh and Amelia Earhart flights, flew on every Apollo and space shuttle mission, and assisted with the landing of the Perseverance Rover and the ongoing exploration of Mars. Today, our research and application engineering groups are developing new alloys that we believe will continue to improve application performance due to their exceptional ability to withstand higher temperatures, improve efficiency, enhance corrosion resistance and, in some cases, reduce greenhouse gas emissions in the aerospace, power generation, and chemical processing industries, along with new applications in emerging technologies. We do not just react to industry needs; we help define them and expand end user expectations on performance.

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The future for Haynes is bright because of our dedicated and customer focused workforce, our top of class alloy and application development, our distinct combination of our production facilities and company owned worldwide value-added distribution facilities, our unquestioned quality, and our outstanding sales and customer service. 

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Our business continues to grow and strengthen. We’ve transformed our Company as shown by the following significant accomplishments.

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As we look to the future, our major markets are projected to continue to grow and our performance improvement is expected to continue. Specifically,

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Finally, to our stockholders, thank you for your interest in and support of Haynes. We believe that we have momentum within our major markets, along with the actions in place to continue to improve the performance of our business and enhance future stockholder value.

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Sincerely,

Michael L. Shor

President and Chief Executive Officer

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January 9, 2024

Dear Stockholders of Haynes International, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Haynes International, Inc. (“Haynes”) to be held Wednesday, February 21, 2024, at 9:30 a.m. (EST). This year’s Annual Meeting will be a virtual meeting of stockholders. You may attend the meeting online, including submitting questions, at www.virtualshareholdermeeting.com/HAYN2024 when you enter your 16-digit control number set forth on your Notice of Internet Availability of Proxy Materials (your “E-Proxy Notice”) or, if you received a printed copy of our proxy materials, your proxy card or voting instruction form. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted at www.virtualshareholdermeeting.com/HAYN2024. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website.

Prior to the date of the virtual Annual Meeting, you will be able to vote over the Internet at www.proxyvote.com, by mail or by telephone as described in the accompanying Notice of Annual Meeting of Stockholders. The proposals to be voted upon are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

We hope you are able to attend the Annual Meeting virtually. Whether or not you attend, it is important that your stock be represented and voted at the meeting. I urge you to please visit www.proxyvote.com to vote your shares electronically or, if you received a printed copy of our proxy materials, to vote by telephone or to complete, date, sign and return the proxy card or voting instruction form in the enclosed envelope, as described in the attached Notice of Annual Meeting of Stockholders. The vote of each stockholder is very important. You may revoke your proxy at any time before it is voted at the Annual Meeting by giving written notice to the Corporate Secretary of Haynes, by submitting a properly executed proxy card or voting instruction form bearing a later date or by attending the Annual Meeting virtually and voting online during the meeting. Stockholders may also revoke their proxies by entering a new vote over the Internet or by telephone.

On behalf of the Board of Directors and management of Haynes, I thank you for your continued support.

Sincerely,

Haynes International, Inc.

Michael L. Shor

President and Chief Executive Officer

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HAYNES INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 21, 2024

Stockholders of Haynes International, Inc.:

The Annual Meeting of Stockholders of Haynes International, Inc. (“Haynes”) will be held virtually at www.virtualshareholdermeeting.com/HAYN2024 on Wednesday, February 21, 2024, at 9:30 a.m. EST for the following purposes:

Only stockholders of record at the close of business on December 29, 2023, are entitled to notice of, and to vote at, the Annual Meeting.

YOUR VOTE IS IMPORTANT. EVEN IF YOU EXPECT TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE VOTE YOUR PROXY OVER THE INTERNET BY VISITING WWW.PROXYVOTE.COM OR, IF YOU RECEIVED A PRINTED COPY OF OUR PROXY MATERIALS, BY TELEPHONE OR BY DATING, SIGNING AND PROMPTLY MAILING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM, AS DESCRIBED BELOW.

You can attend the Annual Meeting online and vote shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYN2024 at the time of the meeting. Online check-in will begin at 9:15 a.m. EST, and you should allow approximately 15 minutes for the online check-in procedure. Please have the 16-digit control number on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of our proxy materials, on your proxy card or voting instruction form available for check-in. Prior to the date of the Annual Meeting, you will be able to vote over the Internet at www.proxyvote.com, and the proxy materials will be available at that site. You may also vote prior to the date of the meeting by telephone by calling 1-800-690-6903. Please consult your proxy card or voting instruction form for additional information regarding these alternative methods.

You may revoke your written proxy at any time before it is voted at the Annual Meeting by giving written notice to the Corporate Secretary of Haynes, by submitting a properly executed proxy card or voting instruction form bearing a later date or by attending the Annual Meeting virtually and voting online during the meeting. Stockholders may also revoke their proxies by entering a new vote over the Internet or by telephone.

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The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement carefully and in its entirety.

By Order of the Board of Directors,

Angela M. Kohlheim

Angela M. Kohlheim

Vice President, General Counsel and Corporate Secretary

January 9, 2024

Kokomo, Indiana

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on February 21, 2024

This Notice of Annual Meeting of Stockholders, the Proxy Statement, a form of proxy card and the Company’s Annual Report for the fiscal year ended September 30, 2023 are available at www.proxyvote.com.

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HAYNES INTERNATIONAL, INC. PROXY STATEMENT

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1020 West Park Avenue

Kokomo, Indiana 46904-9013

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 21, 2024

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Haynes International, Inc. (“Haynes,” “we,” “us,” “our,” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:30 a.m. EST on Wednesday, February 21, 2024, and at any adjournment or postponement thereof. The meeting will be held virtually at www.virtualshareholdermeeting.com/HAYN2024.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

As allowed by the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials to our stockholders primarily via the Internet. This electronic process diminishes the impact on the environment and reduces our printing and mailing costs. Accordingly, on or about January 9, 2024, we mailed a majority of our stockholders a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) containing instructions on how to access our proxy materials and vote via the Internet, and mailed a printed copy of this proxy statement, a proxy card and our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “Form 10-K”) to our other stockholders. If you received an E-Proxy Notice and would like to receive a printed copy of our proxy materials, please follow the instructions included in the E-Proxy Notice.

Who is entitled to vote at the Annual Meeting?

All stockholders of record as of December 29, 2023, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. As of the close of business on December 29, 2023, 12,782,992 shares of common stock of Haynes were outstanding and entitled to vote. Each outstanding share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting and can be voted only if the record owner of that share, determined as of the record date, is present virtually or represented by a properly completed proxy or votes by any of the other authorized voting methods described herein at the Annual Meeting.

For beneficial owners who are not record holders, the brokers, banks or nominees holding shares for beneficial owners must vote those shares as instructed. If the broker, bank, or nominee has not received instructions from the beneficial owner, the broker, bank, or nominee generally has discretionary voting power only with respect to matters that are considered routine matters.

Haynes has no voting securities outstanding other than the common stock. Stockholders do not have cumulative voting rights.

What will constitute a quorum for the transaction of business at the Annual Meeting?

A quorum will be present if holders of a majority of the outstanding shares of common stock are present, virtually or by proxy or other authorized voting method, at the Annual Meeting. Shares registered in the names of brokers or other “street name” nominees for which proxies are voted on some, but not all, matters will be considered to be present at the Annual Meeting for quorum purposes, but will be voted only as to those matters as to which a vote is indicated, and will not be voted as to the matters with respect to which no vote is indicated (commonly referred to as “broker non-votes”).

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How can I participate in the virtual Annual Meeting?

We will have a virtual-only Annual Meeting in 2024. To participate in the virtual Annual Meeting, please visit www.virtualshareholdermeeting.com/HAYN2024 and enter the 16-digit control number included on your E-Proxy Notice or, if you received a printed copy of our proxy materials, your proxy card or voting instruction form. Online check-in will begin at 9:15 a.m. EST, and you should allow approximately 15 minutes for the online check-in procedure. The meeting will begin promptly at 9:30 a.m. EST.

How can I submit questions at the virtual Annual Meeting?

If you wish to submit a question during the Annual Meeting, you may log into www.virtualshareholdermeeting.com/HAYN2024 and enter your 16-digit control number and enter a question at the applicable place and click “submit.” We will answer questions relevant to meeting matters that comply with the meeting rules of conduct during the Annual Meeting. Our meeting rules of conduct will be posted on the Annual Meeting website.

What will I be voting on at the Annual Meeting?

There are eight proposals that stockholders will vote on at the Annual Meeting:

How does our Board recommend that I vote on each of the proposals?

Our Board recommends that you vote as follows:

The votes with respect to approval of the compensation of our Named Executive Officers are advisory in nature and will not be binding on the Company or the Board. However, the Board and our Compensation Committee will take such votes into consideration when making decisions regarding Named Executive Officer compensation.

Angela M. Kohlheim and Daniel W. Maudlin, two of our executive officers, have been selected by our Board to serve as proxy holders for the Annual Meeting. All shares of our common stock represented by properly delivered proxies received in time for the Annual Meeting will be voted at the Annual Meeting by the proxy holders in the manner specified by the stockholder. If you submit your proxy without indicating how you want your shares to be voted, the persons named as proxies will vote your shares in accordance with the recommendations of our Board.

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What does it mean if I receive more than one E-Proxy Notice or proxy card?

If you received more than one E-Proxy Notice or proxy card, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions included on each E-Proxy Notice or proxy card to ensure that all of your shares are voted.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Equinity, you are considered, with respect to those shares, the “stockholder of record.”

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares held in street name. Our proxy materials have been or will be sent to you by your broker, bank or other holder of record who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote the shares in your account.

How do I vote?

Stockholder of Record. If you are a stockholder of record, you may vote by using any of the following methods:

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Beneficial Owners. If you are a beneficial owner of shares held in street name, you may vote by using any of the following methods:

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May I change my vote after I have submitted a proxy?

If you are a stockholder of record, you have the power to revoke your proxy at any time before it is voted at the Annual Meeting by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank, or other holder of record. You may also revoke your previous voting instructions by voting online during the live webcast of the Annual Meeting.

Is my vote confidential?

We maintain the confidentiality of the votes of individual stockholders. Proxy forms and voting instruction forms returned to brokerage firms, banks and other holders of record are kept confidential. Only the proxy tabulator and the inspector of election have access to the proxy cards and voting instruction forms. The proxy tabulator will disclose information taken from the proxy cards and voting instruction forms only if there is a proxy contest, if the stockholder authorizes disclosure, to defend legal claims or as otherwise required by law. If you write comments on your proxy card or voting instruction form, management may learn how you voted in reviewing your comments.

Who will serve as the proxy tabulator and inspector of election?

A representative from Broadridge Financial Services, Inc. will serve as the independent inspector of election and will tabulate votes cast by proxy or online during the Annual Meeting. We will report the results in a current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”).

What vote is required to approve each proposal?

If a quorum is present, the nominees for director (Proposals No. 1 through No. 6) will be elected by the affirmative vote of the majority of the shares present and entitled to vote on such election. Abstentions will have the same effect as votes against the applicable nominee(s) for director. Broker non-votes will have no effect on the election of directors because this is a non-routine matter for which banks, brokers or other nominees may not vote absent instructions.

The affirmative vote of the majority of the shares present and entitled to vote on the matter is required to approve, on an advisory basis, Proposal No. 7, the compensation of our Named Executive Officers, and to approve Proposal No. 8, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024. Accordingly, abstentions applicable to shares represented at the meeting will have the same effect as votes against Proposal No. 7 and Proposal No. 8. Broker non-votes will have no effect on the outcome of Proposal No. 7, the proposal to approve, on an advisory basis, the compensation of our Named Executive Officers because this is a non-routine matter for which brokers, banks or other nominees may not vote absent instructions. There will be no broker non-votes for Proposal No. 8, the appointment of Deloitte & Touche LLP, because this proposal is a routine matter for which brokers, banks or other nominees have discretionary voting power.

With respect to any other proposals which may properly come before the Annual Meeting, proposals will be approved upon the affirmative vote of a majority of the shares of common stock present virtually or represented by proxy or other authorized voting method and entitled to vote on such matters at the Annual Meeting.

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Who is paying for the cost of this proxy solicitation?

Our Board is soliciting the proxy accompanying this proxy statement. We will pay all proxy solicitation costs. Proxies may be solicited by our officers, directors and employees, none of whom will receive any additional compensation for their services. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email or the Internet. We will pay persons holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokers, banks and other holders of record, for the expense of forwarding solicitation materials to the beneficial owners.

Is there a list of stockholders entitled to vote at the Annual Meeting?

A list of stockholders entitled to vote at the Annual Meeting will be available for ten days prior to the meeting, between the hours of 8:00 a.m. and 4:00 p.m. EST, at our offices at 1020 West Park Avenue, Kokomo, Indiana 46904-9013. If you would like to view the stockholder list at our offices, please contact our Corporate Secretary to schedule an appointment.

I share an address with another stockholder, and we received only one E-Proxy Notice or one paper copy of the proxy materials. How may I obtain an additional copy of the E-Proxy Notice or proxy materials?

We have adopted a procedure approved by the SEC called “householding.” Under the householding procedure, certain stockholders, whether they own registered shares or shares in street name, who have the same address and who receive either E-Proxy Notices or paper copies of the proxy materials in the mail will receive only one copy of our proxy materials, or a single E-Proxy Notice, for all stockholders at that address, unless one or more of the stockholders at that address has previously notified us that they want to receive separate copies. Each 401(k) plan participant will continue to receive a copy of all of the proxy materials. Regardless of how you own your shares, if you received a single E-Proxy Notice or set of proxy materials as a result of householding, and one or more stockholders at your address would like to have separate copies of these materials with respect to the Annual Meeting or in the future, or if you would like to request that only a single E-Proxy Notice or set of proxy materials be sent to the household, please contact Angela M. Kohlheim, Haynes International, Inc., 1020 West Park Avenue, P.O. Box 9013, Kokomo, Indiana 46904-9013 or by telephone at 765-456-6000.

Could other matters be decided at the Annual Meeting?

As of the date of this proxy statement, the Board has no knowledge of any matters to be presented for consideration at the Annual Meeting other than those referred to above. If (a) any matters unknown to the Board as of the date of this proxy statement should properly come before the Annual Meeting; (b) a person not named herein is nominated at the Annual Meeting for election as a director because a nominee named herein is unable to serve or for any reason will not serve; (c) any proposals properly omitted from this proxy statement and the form of proxy should come before the Annual Meeting; or (d) any matters should arise incident to the conduct of the Annual Meeting, then the proxies will be voted with respect to such matters in the discretion of the proxy holders, who intend to vote in accordance with their best judgment.

What is Haynes’ Internet address?

Our Internet address is www.haynesintl.com. Our filings with the SEC are available free of charge via a link from this Internet address or directly from the SEC’s website at www.sec.gov. Unless expressly indicated otherwise, information contained on, or accessible through, our website is not a part of this proxy statement. In addition, none of the information on the other websites listed in this proxy statement is a part of this proxy statement. These website addresses are intended to be inactive textual references only.

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PROPOSALS FOR 2025 ANNUAL MEETING

Stockholders desiring to submit proposals to be included in the proxy statement for the 2025 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be required to submit them to the Company in writing on or before September 11, 2024, provided that if the date of the 2025 Annual Meeting of Stockholders is more than 30 days from the anniversary of the 2024 Annual Meeting of Stockholders, then the deadline would be a reasonable time before Haynes begins to print and send its proxy materials. Any such stockholder proposal must also be proper in form and substance, as determined in accordance with the Exchange Act and the rules and regulations promulgated thereunder.

Stockholder proposals other than those to be included in the proxy statement for the 2025 Annual Meeting of Stockholders pursuant to Rule 14a-8 must be submitted in writing to the Corporate Secretary of Haynes and received on or before November 23, 2024 and not earlier than October 24, 2024, provided however, that in the event that the 2025 Annual Meeting of Stockholders is called for a date that is not within twenty-five (25) days before or after the anniversary date of the 2024 Annual Meeting of Stockholders, notice by the stockholder in order to be timely must be submitted and received not later than the close of business on the tenth (10^th) day following the day on which notice of the date of the 2025 Annual Meeting of Stockholders was mailed or public disclosure of the date of the 2025 Annual Meeting of Stockholders is made, whichever first occurs. In addition, any such stockholder proposal must be in proper written form. To be in proper written form, a stockholder proposal (i) other than with respect to director nominations must set forth as to each matter the stockholder proposes to bring before the 2025 Annual Meeting of Stockholders (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of the stockholder, (c) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the stockholder, (d) a description of all arrangements or understandings between the stockholder and any other person or persons (including their names) in connection with the proposal of such business by the stockholder and any material interest of the stockholder in such business and (e) a representation that the stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (ii) with respect to director nominations must set forth the information described under the heading “Corporate Governance - Governance Committee and Director Nominations” herein.

In addition to satisfying the requirements under the Amended and Restated By-Laws of the Company, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than December 23, 2024.

The mailing address of the principal executive offices of Haynes is 1020 West Park Avenue, P.O. Box 9013, Kokomo, Indiana 46904-9013.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Listed below are the only individuals and entities known by the Company to beneficially own more than 5% of the outstanding common stock of the Company as of January 2, 2024 (assuming that their holdings have not changed from such other date as may be shown below):

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SECURITY OWNERSHIP OF MANAGEMENT

The following table shows the ownership of shares of the Company’s common stock as of January 2, 2024 (except as described in any associated footnote), by each director, the Chief Executive Officer, the Chief Financial Officer and the other three most highly compensated executive officers during fiscal 2023 (the “Named Executive Officers”) and the directors and all executive officers as a group. Except as noted below, the directors and executive officers have sole voting and investment power over the shares of common stock shown in the table. The business address of each person indicated is c/o Haynes International, Inc., 1020 West Park Avenue, P.O. Box 9013, Kokomo, Indiana 46904-9013.

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Delinquent Section 16(a) Reports

The federal securities laws require the filing of certain reports by officers, directors, and beneficial owners of more than ten percent (10%) of our securities with the SEC and the Nasdaq Stock Market LLC (“Nasdaq”). Specific due dates have been established and we are required to disclose in this proxy statement any failure to file by these dates. Based solely on a review of copies of Section 16 filings filed electronically with the SEC and, as applicable, written representations that no such filings were required, the Company believes that all filing requirements for transactions in fiscal 2023 were satisfied by each stockholder holding ten percent (10%) or more of the common stock of the Company, and each of our officers and directors, except the initial Form 3 filed for Ms. Susan Perry when she became an executive officer and the Form 4 reporting the award of restricted stock and employee stock options granted to Ms. Perry when she became an executive officer, which reports were inadvertently filed late due to administrative error.

PROPOSALS NO. 1 THROUGH NO. 6. ELECTION OF DIRECTORS

The Amended and Restated By-Laws of the Company provide that the number of directors constituting the whole board shall be fixed from time to time by resolutions of the Board of Directors but shall not be less than three nor more than nine directors. By resolution, the Board of Directors has fixed the number of directors at seven. The terms of all incumbent directors will expire at the Annual Meeting. Directors elected at the Annual Meeting will serve for a term ending at the 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

Nominees

Upon the unanimous recommendation of the Corporate Governance and Nominating Committee (the “Governance Committee”), the Board of Directors has nominated six of the seven directors who served in fiscal 2023 for re-election at the Annual Meeting. The Board of Directors believes that all of its nominees will be available for re-election at the Annual Meeting and will serve if re-elected. The directors nominated for election (the “Nominated Directors”) are:

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The Board of Directors recommends that stockholders vote FOR the election of all of the Nominated Directors. Properly submitted proxies will be voted as directed or, if no direction is given, will be voted FOR the election of each of the Nominated Directors. However, the persons designated as proxies reserve the right to cast votes for another person designated by the Board of Directors in the event that any Nominated Director becomes unable to, or for any reason will not, serve. If a quorum is present, those nominees receiving the affirmative vote of the majority of the shares present and entitled to vote on such election will be elected to the Board of Directors.

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Business Experience of Nominated Directors

Director Skills Summary

​ Robert H. Getz has been a director since March 31, 2006, and was elected as the Company’s Chairman of the Board effective September 1, 2018. Mr. Getz also serves as a member of the Compensation and Corporate Governance and Nominating Committees and as Chairman of the Strategic Committee. Mr. Getz is Managing Partner and Founder of Pecksland Capital Partners, a private investment firm. Prior to 2016, Mr. Getz served as a Managing Director and Partner of Cornerstone Equity Investors, LLC (“Cornerstone”), a private equity investment firm which he co-founded in 1996. Prior to the formation of Cornerstone, Mr. Getz served as a Managing Director and Partner of Prudential Equity Investors and Prudential Venture Capital. Mr. Getz has served on the boards of numerous public and private technology, manufacturing and metals and mining companies. Mr. Getz currently serves on the Board of Directors of Techtronic Industries, a designer and manufacturer of power tools and products with leading brands such as Milwaukee and Ryobi. He also serves on the board of Ero Copper Corp., a copper mining and exploration company. Mr. Getz formerly served as a Director of Jaguar Mining until 2019. He also served as a Director of NewMarket Gold Inc. until 2016. The Board believes that Mr. Getz’s experience as an investor and extensive record as a director of other domestic and international companies, as well as his wide variety of operating experience, enable him to lead the board with his valuable perspective on a variety of strategic issues.

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Dawne S. Hickton has been a director since July 1, 2017. She also serves as Chair of the Compensation Committee and is a member of the Audit, Corporate Governance and Nominating and Strategic Committees of the Board. Ms. Hickton is Chair and CEO of Cumberland Additive Inc., an aerospace, space, and defense specialty metals additive manufacturing company. From June 2019 to June 2022, she was Executive Vice President and President of the Critical Missions Solutions line of business at Jacobs Engineering Group, Inc. (“Jacobs Engineering”), a technical professional services firm, and she was a member of the board of directors at Jacobs Engineering from May 2015 to July 2019. Ms. Hickton was a Founding Partner of Cumberland Highstreet Partners, Inc., an executive strategic consulting firm for manufacturing businesses, where she currently has an advisory role. She previously served as Vice Chair, President and Chief Executive Officer of RTI International Metals, Inc., from 2007 until its sale to Alcoa Corporation in 2015. Ms. Hickton was Chair of the Board of the Federal Reserve Bank of Cleveland from 2018 to 2020 and was a Director of Triumph Group, Inc. from 2015 to 2019 and a Director of FNB Corporation from 2006 to 2013. In addition, she is currently a Trustee for the University of Pittsburgh and is an Emeritus Board Member of the Smithsonian National Air & Space Museum. In December 2022, Ms. Hickton was nominated to serve on the National Space Council User’s Advisory Group (UAG). The Board believes that Ms. Hickton’s leadership experience in specialty metals, her extensive experience on public boards, as well as her knowledge of Haynes’ key markets are benefits to Haynes.

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Michael L. Shor was elected as the Company’s President and Chief Executive Officer effective September 1, 2018. Prior to that, Mr. Shor served as the Company’s interim President and Chief Executive Officer from May 29, 2018 through August 31, 2018. Mr. Shor has been a director since August 1, 2012, and served as Chairman of the Board from February 2017 through August 2018. Mr. Shor retired as Executive Vice President—Advanced Metals Operations & Premium Alloys Operations of Carpenter Technology Corporation (“Carpenter”) on July 1, 2011, after a thirty-year career with Carpenter. At Carpenter, Mr. Shor held managerial positions in technology, marketing, and operations before assuming full responsibility for the performance of Carpenter’s operating divisions. The Board believes Mr. Shor’s extensive management experience and specific specialty materials experience provides valuable insight to lead the Company in its strategic direction, operational excellence and growth initiatives, and continued development of its ESG activities.

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Larry O. Spencer, General, USAF (Ret.) has served as a director since January 1, 2020, and serves as Chairman of the Corporate Governance and Nominating Committee and a member of the Compensation Committee. General Spencer currently serves as President of the Armed Forces Benefit Association and Chairman of the Board and President of 5Star Life Insurance Company. General Spencer served until March 1, 2019, as President of the United States Air Force Association, a position he held since his retirement as a four-star general in 2015 after serving 44 years with the United States Air Force. General Spencer held positions of increasing responsibility with the Air Force, which included Vice Chief of Staff, the second highest-ranking military member in the Air Force. General Spencer served as Vice Commander of the Oklahoma City Logistics Center, where he led repair and overhaul operations for a myriad of Air Force aircraft and engines. General Spencer was also the first Air Force officer to serve as the Assistant Chief of Staff in the White House Military Office, and he served as Chief Financial Officer and Director of Mission Support at a major command. General Spencer currently serves as a member of the board of directors of the Whirlpool Corporation since August 2016 and the Triumph Group, Inc. since February 2018. The Board believes it benefits from General Spencer’s experiences as a leader of large, complex organizations and global business operations and logistics and his knowledge of aerospace and insights into defense and government affairs.

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Alicia B. Masse has been a director since March 9, 2023. She also is a member of the Audit Committee as well as the Corporate Governance and Nominating Committee. Ms. Masse has served as a Senior Managing Director at B. Riley Advisory Services (“B. Riley”), a financial advisory firm, since 2020. Prior to joining B. Riley, Ms. Masse was the Managing Director and founder of Alderney Advisors (“Alderney”), an advisory firm providing financial and strategic solutions for clients primarily in the automotive and logistics industries, since 2013. Prior to founding Alderney, Ms. Masse served in Senior Client Advisory roles at the accounting firms Ernst and Young LLP, BBK, Ltd., and Arthur Andersen. She also served in a leadership role in finance at Ford Motor Company. While Ms. Masse's focus has been on restructuring in the automotive sector, she also has experience in financing companies. Ms. Masse also serves on two non-profit boards in Detroit, Michigan. The Board believes that Ms. Masse’s leadership experience, her experience on boards, as well as her knowledge of financial and strategic solutions are benefits to Haynes.

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Brian R. Shelton has been a director since March 9, 2023. He is Chairman of the Audit Committee and a member of the Compensation and Strategic Committees. Mr. Shelton has served on the Board of Directors of Graham Management Services LP since March 2022 and of Milender White Inc. since February 2011, and formerly served as an Executive Member of the Board of Directors for American Civil Constructors from January 2000 to March 2005. Mr. Shelton recently retired from Jacobs Engineering after 17 years (previously CH2M Hill, which Jacobs Engineering acquired in 2017). Mr. Shelton was the Senior Vice President – Finance, for Jacobs Engineering as well as the Chief Financial Officer of its Critical Mission Solutions business unit, since 2018. Prior to CH2M Hill, Mr. Shelton served as CFO of American Civil Constructors, and held various positions in the investment and commercial banking industries. Mr. Shelton also served in Special Forces for the United States Marine Corps. The Board believes that Mr. Shelton’s expertise in the global business services sector and success as an investment banker capitalizing on mergers and acquisitions and capital raising are benefits to Haynes. ​ Diversity of Directors The Corporate Governance and Nominating Committee values diversity and considers it as one criteria in the evaluation of attributes and qualifications that a particular candidate possesses. The Corporate Governance and Nominating Committee construes the notion of diversity broadly, considering differences in viewpoint, professional experience, education, skills, and other individual qualities, including gender identity and similar matters, in addition to race, age, ethnicity and cultural background as elements that contribute to a diverse Board. As of September 30, 2023, diverse persons constituted 50% of the independent members of the Board and constitute 50% of the Nominated Directors.

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The Board of Directors unanimously recommends that stockholders vote FOR the election of each of the Nominated Directors.

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CORPORATE GOVERNANCE

Board Committee Structure

The Board of Directors has three standing committees: (i) an Audit Committee; (ii) a Compensation Committee; and (iii) a Corporate Governance and Nominating Committee. In addition to the standing committees, the Board established a Strategic Committee in 2022 chaired by Mr. Getz and includes Ms. Hickton and Mr. Shelton. The Strategic Committee meets as needed to review capital allocations, potential acquisitions, and other opportunities for the enhancement of stockholder value prior to full Board consideration.

The Audit Committee is currently composed of four members, Messrs. Shelton (who chairs the Committee) and Campion (who will leave the Committee on February 21, 2024) and Mses. Hickton and Masse, all of whom are independent under the listing rules and interpretations of Nasdaq. The Board has determined that Mr. Shelton and Ms. Masse are “audit committee financial experts,” as defined under Item 407(d)(5)(ii) and (iii) of Regulation S-K. Under the Audit Committee Charter, adopted by the Board and available in the investor relations section of our website at https://www.haynesintl.com/investor-relations/our-company/board-committee-charters, the Audit Committee is primarily responsible for, among other matters:

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The Compensation Committee is currently composed of five members, Ms. Hickton (who chairs the Committee), and Messrs. Campion (who will leave the Committee on February 21, 2024), Getz, Shelton, and Spencer, all of whom are independent under the listing rules and interpretations of Nasdaq. Under the Compensation Committee Charter, adopted by the Board of Directors and available in the investor relations section of our website at https://www.haynesintl.com/investor-relations/our-company/board-committee-charters, the Compensation Committee is primarily responsible for, among other matters:

The Corporate Governance and Nominating Committee (the “Governance Committee”) is currently composed of four members, Messrs. Spencer (who chairs the Committee) and Getz and Mses. Hickton and Masse, all of whom are independent under the listing rules and interpretations of Nasdaq. Under the Governance Committee Charter, adopted by the Board and available in the investor relations section of our website at https://www.haynesintl.com/investor-relations/our-company/board-committee-charters, the Governance Committee is responsible for overseeing the performance and composition of the Board to ensure effective governance. The Governance Committee identifies and recommends the nomination of qualified directors to the Board as well as develops and recommends governance principles for the Company. The Governance Committee is primarily responsible for, among other things:

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Meetings of the Board of Directors and Committees

The Board held twelve meetings during the fiscal year ended September 30, 2023. During fiscal 2023 no member of the Board attended fewer than 75% of the aggregate of the meetings of the Board and meetings of any committee of the Board of which he or she was a member that were held when he or she was a director or committee member. Meetings include those held in person, by telephone or by any available electronic means. Scheduled meetings are supplemented by frequent informal exchanges of information, and, on occasion, actions taken by unanimous written consent without meetings. All of the members of the Board are expected to attend Haynes’ Annual Meetings of Stockholders. All of the members of the Board then in office attended Haynes’ 2023 Annual Meeting of Stockholders virtually. The following chart shows the number of meetings in fiscal 2023 of each of the standing committees of the Board at which a quorum was present:

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Meetings of Non-Management Directors

Consistent with Nasdaq governance requirements, the non-management members of the Board of Directors meet in an executive session at least twice per year, and usually in connection with every regularly- scheduled in-person, telephonic or electronic board meeting, to: (a) review the performance of the management team; (b) discuss their views on management’s strategic planning and its implementation; and (c) address any other matters affecting the Company that may concern individual directors. The executive sessions are designed to ensure that the Board of Directors is not only structurally independent, but also is given ample opportunity to exercise independent thought and action. In fiscal 2023, the non-management directors met in executive session seven times. When meeting in executive session, the presiding person was the Chairman of the Board.

Independence of the Board of Directors and Committee Members

Except for Mr. Shor, all of the members of the Board of Directors, including each member of the Audit Committee, the Compensation Committee and the Governance Committee, meet the criteria for independence set forth in the rules and regulations of the SEC, including Rules 10A-3(b)(1) and 10C-1(b)(1) of the Exchange Act and the listing rules and interpretations of Nasdaq.

The roles of Chairman and Chief Executive Officer are split into two positions. The Board of Directors believes that separating these roles aligns the Company with best practices for corporate governance of public companies and accountability to stockholders. The Board also believes that the separation of roles provides a leadership model that clearly distinguishes the roles of the Board and management. The separation of the Chairman and Chief Executive Officer positions allows the Company’s Chief Executive Officer to direct his or her energy toward operational and

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strategic issues while the non-executive Chairman focuses on governance and providing counsel and advice to the Chief Executive Officer. The Company believes that separating the Chairman and Chief Executive Officer positions enhances the independence of the Board, provides independent business counsel for the Company’s Chief Executive Officer and facilitates improved communications between Company management and Board members.

Family Relationships

There are no family relationships among the directors and executive officers of the Company.

Conflict of Interest and Related Person Transactions

As set forth in the Audit Committee Charter, it is the Company’s policy to require that all conflict of interest transactions between the Company and any of its directors, officers or 5% or greater beneficial owners (each, an “insider”) and all transactions where any insider has a direct or indirect financial interest, including related person transactions required to be reported under Item 404(a) of Regulation S-K, must be reviewed and approved or ratified by the Audit Committee of the Board of Directors. Management discloses the existence of any such transaction to the Audit Committee. In addition, the material terms of any such transaction, including the nature and extent of the insider’s interest therein, must be disclosed to the Audit Committee. The Audit Committee will then review the terms of the proposed transaction to determine whether the terms of the proposed transaction are fair to the Company and are no less favorable to the Company than those that would be available from an independent third party. Following the Audit Committee’s review and discussion, the proposed transaction will be approved or ratified only if it receives the affirmative votes of a majority of the members of the Audit Committee who have no direct or indirect financial interest in the proposed transaction, even though the disinterested directors may represent less than a quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the Audit Committee which authorizes the contract or transaction. Haynes did not enter into any transactions in fiscal 2023 with any insider and none are currently proposed.

Governance Committee and Director Nominations

Nominees for the Board of Directors are currently recommended for nomination to the Board of Directors by the Governance Committee. The Governance Committee bases its recommendation for nomination on criteria that it believes will provide a broad perspective and depth of experience in the Board of Directors. In general, when considering independent directors, the Governance Committee will consider the candidate’s experience in areas central to the Company, such as operational experience in a manufacturing environment, aerospace or specialty metals industry experience, general business management experience, finance and legal acumen and experience and demonstrated leadership capabilities as well as considering the candidate’s personal qualities and accomplishments and their ability to devote sufficient time and effort to their duties as directors. Important areas of experience and expertise include manufacturing, international operations, finance and the capital markets, accounting, ESG, human capital management, and experience as a director or executive of other companies, or similar experience in a governmental or non-profit setting.

The Governance Committee has adopted Corporate Governance Guidelines which establish, among other matters, a mandatory retirement age for Board members of 72, subject to exceptions that may be granted by the Board. Mr. Campion is retiring from the Board at the expiration of his current term pursuant to this retirement age policy. In keeping with its commitment to enhancing diversity of viewpoints and background on the Board, the two most recent directors appointed to the Board, each of whom brings substantial experience in the form of executive leadership in manufacturing and the financial industry, respectively, further the Board’s goals of enhancing diversity of viewpoints and experience. The Company benefits from their valuable perspectives on the competitive landscape confronting the Company, as well as their general leadership skills.

As set forth in the Governance Committee Charter, the Governance Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, are properly submitted in writing to the Corporate Secretary of the Company in accordance with the procedure described below for stockholder nominations. Candidates recommended by stockholders are evaluated in the same manner using the same criteria as candidates recommended by the Board or Governance Committee or individual directors or officers.

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In all cases, the Governance Committee encourages the proposal of diverse candidates.

Stockholders may nominate directors by providing timely notice thereof in proper written form to the Corporate Secretary of Haynes. To be timely, a stockholder’s notice to the Corporate Secretary must be delivered to or mailed and received at Haynes’ principal executive offices (a) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting is mailed or public disclosure of the date of the annual meeting is made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which notice of the date of the special meeting is mailed or public disclosure of the date of the special meeting is made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as well as to its directors and other officers and employees. This Code is posted on the Company’s website at https://haynesintl.com/investor-relations/our-company/code-of-business-conduct-and-ethics. The Audit Committee of the Board annually reviews the Code of Business Conduct and Ethics and is informed of any whistleblower complaints provided thereunder. In addition, the Chief Executive Officer discusses the importance of ethical conduct and compliance with the Code in each quarterly employee meeting or update.

Board of Directors’ Role in Risk Oversight

As a part of its oversight function, the Board monitors how management operates the Company. The full Board is engaged in our Enterprise Risk Management program, including through regular reporting and discussion, and by working with management to identify and prioritize enterprise risks—the specific financial, operational, business, reputational and strategic risks that the Company faces, whether internal or external. These functions are distributed among the full Board, the committees of the Board and management, as appropriate. Certain strategic and business risks, such as those relating to our products, markets, and capital investments (including environmental and social risks), are overseen by the entire Board. The Audit Committee oversees management of market and operational risks that could have a financial impact, such as those relating to internal controls or liquidity. The Governance Committee manages the risks associated with governance issues, such as the independence of the Board, and the Compensation Committee manages risks relating to our compensation plans and policies, including analysis of appropriate incentives and measures.

In addition to the formal compliance program, the Board encourages management to promote a corporate culture

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that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations of the Company. Our risk management structure also includes a standing enterprise risk management committee comprised of members of the executive team and led by the CEO, collectively undertaking an ongoing effort to assess and analyze the most likely areas of current and future risk for the Company and to address them in its short-term and long-term planning processes. This committee, or individual members thereof, periodically reports to the Board, and individual members of the committee may also do so on an informal basis.

Communications with Board of Directors

Stockholders may communicate with the full Board of Directors by sending a letter to Haynes International, Inc. Board of Directors, c/o Corporate Secretary, 1020 West Park Avenue, P.O. Box 9013, Kokomo, Indiana 46904-9013. Our Corporate Secretary will review the correspondence and forward it to the chair of the appropriate committee or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business or is similarly inappropriate. In addition, interested parties may contact the non-management directors as a group by sending a written communication to the Corporate Secretary as directed above. Such communication should be clearly addressed to the non-management directors.

Director Compensation Program

Directors who are also Company employees do not receive compensation for their services as directors. The following is a description of the Company’s compensation program for non-management directors in fiscal 2023. In consultation with its independent compensation consultant, Total Rewards Strategies, the Compensation Committee reviews the cash and equity compensation paid to non-management directors and recommends changes to the Board of Directors, as appropriate.

Equity Compensation

In consultation with its compensation consultant, for fiscal 2023, the Compensation Committee established a target equity restricted stock grant amount of $115,000 for each non-employee Director and $140,000 for the Chairman of the Board. In establishing the grants, the Compensation Committee considered information provided by Total Reward Strategies on methods of encouraging long-term stock ownership by directors, as well as information regarding how comparator group companies utilize restricted or deferred stock.

Non-employee members of the Board of Directors are granted shares of time-based restricted stock annually. The shares of restricted stock will vest in full on the earlier of (i) the first anniversary of the grant date, or (ii) the failure of the director to be re-elected at an annual meeting of the stockholders of the Company as a result of the director being excluded from the nominations for any reason other than “cause” as defined in the applicable incentive compensation plan.

Cash Compensation

In consultation with Total Reward Strategies, in September 2022, the Board reviewed the fiscal 2023 annual cash Director retainer and the Committee fees and Committee chair fees. The annual cash retainer each non-employee Director received for fiscal 2023 was increased from $65,000 to $75,000 and the additional cash retainer the Chairman of the Board received for fiscal 2023 was increased from $50,000 to $60,000. Committee fees for fiscal 2023 were $10,000 each for the Audit Committee members, $7,500 each for the Compensation Committee members and $5,000 each for the Governance Committee members. Committee chair fees were $20,000 for serving as chair of the Audit Committee, $15,000 for serving as chair of the Compensation Committee and $12,500 for serving as chair of the Governance Committee. In fiscal 2022, the Board of Directors formed a Strategic Committee for the purposes of reviewing and analyzing capital allocation, potential acquisitions, and enhancement of stockholder value. The Strategic Committee chair annual cash retainer for fiscal 2023 was $100,000 and the committee members’ annual cash retainer for fiscal 2023 was $70,000.

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Fiscal 2023 Director Compensation Table

The following table provides information regarding the compensation paid to the Company’s non- employee members of the Board of Directors in fiscal 2023, giving effect to the adjustments discussed above.

Director Deferred Compensation Plan

The Company has a deferred compensation plan for directors and executives that permits directors to defer up to 100% of their cash retainers and up to 100% of their annual equity grant. Several non-employee directors elected to defer the receipt of shares upon vesting to a later date. Any deferral election also results in deferral of the receipt of dividends on the relevant restricted stock throughout the deferral period.

Director Stock Retention Guidelines

The Board approved stock ownership guidelines for non-employee members of the Board effective January 1, 2014. The guidelines provide that non-employee directors must own common stock equal to 400% of their annual cash retainer within five (5) years of their date of election to the Board. For purposes of this calculation, shares owned by an individual include shares or other equity interests owned directly or indirectly, including those subject to risk of forfeiture (but not forfeited) under our 2016 Incentive Compensation Plan or the 2020 Incentive Compensation Plan, as applicable, and shares subject to a deferral election. The guidelines also provide that directors must retain a certain amount of stock (based upon the value of shares owned) after meeting the ownership goal. As of January 2, 2024 all of the non-employee directors met the guidelines or were in the five (5) year accumulation period.

The share ownership amount for each non-employee director as of January 2, 2024 is summarized below and is based on the closing price of the Company’s stock as of January 2, 2024.

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Expenses

The Company reimburses directors for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof and other expenses incurred by directors in connection with their service to the Company.

Indemnification Agreements

Pursuant to individual written agreements, the Company indemnifies all of its directors against loss or expense arising from such individuals’ service to the Company and its subsidiaries and affiliates and advances attorneys’ fees and other costs of defense to such individuals in respect of claims that may be eligible for indemnification under certain circumstances.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee as of September 30, 2023, were Ms. Hickton and Messrs. Campion, Getz, Shelton, and Spencer. None of the members of the Compensation Committee are now serving or previously have served as employees or officers of the Company or any subsidiary, or had any relationship requiring disclosure pursuant to the SEC rules relating to disclosure of related person transactions, and none of the Company’s executive officers serve as directors of, or in any compensation related capacity for, companies with which members of the Compensation Committee are affiliated.

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Environmental, Social and Governance Matters

Over the past year, we have continued our focus on environmental, social and governance matters (“ESG”). Our initiatives include Haynes alloy and applications development to support customer and end market carbon reduction programs, social programs to support our employees and communities, continued ESG public disclosures and a dedicated ESG & Sustainability Program Manager. We also audit select suppliers to ensure that our supply chain partners have likeminded ESG strategies, and have new and planned carbon footprint reduction investments, including our now fully operational 1MW Solar Array at our Mountain Home, North Carolina manufacturing facility.

In addition to the information set forth below, further information regarding our environmental, social and governance activities can be found under the Sustainability tab on our website at https://haynesintl.com/company-information/sustainability.

Governance and Social Matters

We are committed to a culture of openness, trust, and integrity in all aspects of our business. It is critical that all of our employees, vendors and customers understand and accept that, in everything we do, we will conduct ourselves from the perspective of “doing the right thing for the right reason” at all times.

We have a number of policies in place governing social and ethical issues, including, without limitation:

In addition, all vendors of the Company must adhere to our Supplier Code of Conduct, which requires compliance with laws regarding anti-trust, human rights, health and safety, and conflict minerals, as well as laws prohibiting corruption, bribery, conflicts of interest, and child labor.

All Company employees must certify compliance with the Code of Business Conduct and Ethics annually, and regular training is provided to employees regarding these and other policies. In addition, the Company maintains a whistleblower hotline with access available on an anonymous basis online or by telephone.

Environmental Matters

During fiscal 2022 and 2023, the Company completed installations of solar arrays at two of its manufacturing facilities. The first installation, located at its wire facility in Mountain Home, North Carolina, is a 1MW solar fixed ground mount array, which continues to produce approximately 50% of the facility’s baseline electrical demand. The second installation, located at its tubular facility in Arcadia, Louisiana, is a 300KW rooftop solar array, which allows the Company to reduce annual carbon dioxide emissions by approximately 800,000 pounds at that location.

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The Company is conscious of its environmental impact and is actively working to lighten its carbon footprint, including projects to measure greenhouse gas emissions and develop goals of reduction. The ever-increasing demand for clean energy generation has led to the development of several emerging technologies that require high-temperature alloys for demanding operating conditions.

Since the invention of HASTELLOY^® X alloy in 1954, the Company’s alloys have made it possible for aerospace engines to run at high temperatures for long periods of time. This has been further enhanced with alloys used in new generation engines such as HAYNES 282^®. Engines being placed in service today reportedly consume 15% less fuel, produce 50% less pollutants and reduce the noise footprint near airports compared to the previous generation of airplane engines. The environmentally related improvements stem in part from the increased use of alloys, such as HASTELLOY^® X, HAYNES^® 188, 230^®, 282^®, 242^®, 244^® and other Haynes-invented alloys.

In addition to the Company’s alloys for energy production and powering modern aircraft in a more environmentally friendly manner, the Company’s alloys are used in chemical plants that produce ecologically safe agrichemicals which help to feed the world’s growing population. Company-invented HASTELLOY^® G-35^®, HYBRID-BC1^® and C-276 alloys are commonly used in these applications. In addition, HASTELLOY^® C-22^®, C-2000^® and B-3^® alloys are used by the pharmaceutical companies for production of chemicals.

Renewable and more efficient power generation offers the promise of producing power from nature’s resources, such as wind, sun, rivers, and oceans, as well as from other sources that can lower carbon footprint, with minimal depletion of the Earth's resources and damage to the environment. Many modern power generation technologies require the generation, conveyance, and, sometimes, storage of energy at high temperatures in extreme environments. These technologies, which are often enabled by some of the Company’s proprietary and specialty alloys, can include concentrated solar energy, advanced nuclear energy, geothermal energy, fuel cells, waste-to-energy, and supercritical carbon dioxide energy systems. Some of our proprietary and specialty alloys such as HAYNES® 282®, HR-235®, 230® and HR-160® alloys are also used in fast-growing hydrogen economy, plastic recycling, and waste processing sectors.

Safety Matters

Safety is our top priority. Listed below are certain improvement efforts we have implemented in order to reduce occurrences of injuries, occupational diseases and the potential of work-related fatalities.

We extend our health and safety policies to suppliers, visitors, and contractors. When suppliers, visitors and contractors come on site, they receive safety training. The training includes a review of relevant policies, required personal protection equipment, emergency procedures and specific hazards that may be encountered.

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Human Capital Resources

We value our workforce as one of our most important assets. Accordingly, we have adopted and maintain a number of programs and practices designed to attract and retain the best available personnel.

Succession and Recruitment

We have an organizational development and succession planning process in place for human capital strategic planning. The succession planning process evaluates performance, skillsets, and leadership capabilities of employees to backfill strategic roles. Such succession plans have been utilized throughout the Company to prepare employees for future roles and leadership opportunities.

We attempt to promote from within when opportunities occur, given employee growth and progression. In addition to our internal corporate recruiter, we may also use external recruiters due to the challenging and competitive hiring environment. In order to encourage development of a future workforce for the Company, we continue to sponsor projects at Purdue University, as well as providing internships in various departments and locations throughout the Company.

Retirement and Exit Programs

We also utilize exit interviews and on-boarding interviews to provide feedback regarding turnover and employee desires for growth and development. These interviews are also utilized to identify drivers of voluntary turnover and departures from the Company. Employee turnover rate and reasons, including voluntary and involuntary departures, are monitored annually.  The global turnover rate in fiscal 2022 was 13.0%, compared to 13.3% in fiscal 2023. Both voluntary and involuntary terminations, including retirements, are used to calculate the turnover rate.

Compensation Equity

We conduct inflation-adjusted compensation analysis to promote competitive compensation. This analysis takes into account ranges for the geographical area, education level and job title under consideration. The Human Resources Department develops offers for new salaried employees and also administers promotions to maintain the internal integrity of the compensation levels for comparable positions. We work with managers to ensure that high potential employees and those individuals with unique talents are appropriately developed and compensated. For example, the Board authorized a pool of restricted stock that can be used to compensate high potential employees and for retention purposes. The Compensation Committee, with the approval of the full Board in the case of incentive compensation, determines annual salaries and other elements of compensation of the Company’s executive management team, taking into account similarly situated executives employed by a peer group of companies while also considering input of the Compensation Committee’s independent compensation consultant.

Diversity and Inclusion

We consider diversity as a criterion evaluated as a part of the attributes and qualifications a candidate possesses. We construe the notion of diversity broadly, considering differences in viewpoint, professional experience, education, skills, and other individual qualities, in addition to race, gender, age, ethnicity and cultural backgrounds as elements that contribute to a diverse Company.    

Management also considers similar broad concepts of diversity in its selection of vendors, contractors, and other service providers. We follow applicable federal rules and regulations relating to diversity and other matters, including reporting requirements.

Company Culture

At Haynes we strive for a culture that puts people first. This encompasses our culture of safety and ethics. We have controls in place relating to compliance with our Code of Business Conduct and Ethics, including a requirement for annual employee certification of that code as well as an established whistleblower hotline and related procedures. In addition, human capital management, and more specifically employee hiring and retention, are included within our Enterprise Risk Management program, which is subject to Board oversight through regular reporting.

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Community Involvement

We are actively involved in supporting our community through various programs. We continue to offer our scholarship program to support local students pursuing advanced education and we also offer opportunities to intern at our sites. In addition, we partner with United Way and other local non-profits to support the communities in which we operate.

We have utilized partnerships with universities to enrich recruiting efforts, particularly for technical roles such as research, alloy development and engineering. We have also utilized outreach and partnerships with local community resources at all major locations such as community and technical colleges, workforce development agencies, industry groups and other entities to strengthen our hiring process and expand the future workforce candidate pool.

Employee Engagement and Wellness

We have a long-standing tuition reimbursement program to assist employees with the continuation of their education. In addition, Company-sponsored employee assistance programs offer counseling for emotional, financial, and family issues. Continuing financial planning education is provided by our 401(k)-plan administrator to assist employees in financial and retirement planning. For many years, our investment in human capital has involved commitments to worker training, apprenticeship programs and funding college scholarships.

Management and Board Oversight

Management is engaged in our efforts regarding management of human capital resources at all levels through regular informational meetings, our Enterprise Risk Management program and organized succession planning. The Board oversees these activities through regular reports by senior management regarding new or altered programs and as part of the Enterprise Risk Management process. In addition, the Governance Committee is actively engaged in monitoring and encouraging diversity at the Board level while the Compensation Committee also focuses on achieving and maintaining internal and external pay equity for the executive team and the Board members while overseeing incentive compensation more broadly throughout the organization. In promoting pay equity, the Board and the Compensation Committee make use of peer comparisons and benchmarking measures.

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EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

SUBMITTED BY THE COMPENSATION COMMITTEE

Dawne S. Hickton, Chair

Donald C. Campion

Robert H. Getz

Brian R. Shelton

Larry O. Spencer

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the key principles and approaches used to determine the compensation in fiscal 2023 for Michael L. Shor, the Company’s principal executive officer; Daniel W. Maudlin, the Company’s principal financial officer; and David L. Strobel, Marlin C. Losch III, and Scott R. Pinkham, the Company’s other three most highly compensated executive officers in fiscal 2023, as well as other senior executives. Detailed information regarding the compensation of these named executive officers, who are referred to as “Named Executive Officers” or “NEOs,” appears in the tables following this Compensation Discussion and Analysis. This Compensation Discussion and Analysis should be read in conjunction with those tables.

This Compensation Discussion and Analysis consists of the following parts:

2023 Performance Highlights

Responsibility for Executive Compensation Decisions

Role of Executive Officers in Compensation Decisions

Executive Compensation Philosophy and Objectives

2023 Compensation Plan Highlights

Committee Procedures

Setting Named Executive Officer Compensation in Fiscal 2023

Other Compensation Policies, Plans and Practices

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2023 Performance Highlights

In fiscal 2023, our financial results included the following:

Responsibility for Executive Compensation Decisions

The Compensation Committee of the Board, whose membership is limited to independent directors, acts pursuant to a Board-approved charter. The Compensation Committee is responsible for approving the compensation programs for all executive officers, including the Named Executive Officers (other than the Chief Executive Officer), and making decisions regarding specific compensation to be paid or awarded to them. The Compensation Committee also recommends compensation for the Chief Executive Officer to the full Board (excluding the Chief Executive Officer) for its approval. The Compensation Committee has responsibility for establishing and monitoring adherence to the Company’s compensation philosophies and objectives. The Compensation Committee aims to ensure that the total compensation paid to the Company’s executives is fair, reasonable, and competitive. Although the Compensation Committee approves all elements of an executive officer’s compensation, it approves equity grants and certain other incentive compensation for the Chief Executive Officer, subject to approval by the full Board (excluding the Chief Executive Officer).

Role of Executive Officers in Compensation Decisions

No Named Executive Officer participates directly in the determination of his or her compensation. For Named Executive Officers other than himself, the Company’s Chief Executive Officer provides the Compensation Committee with performance evaluations and presents individual compensation recommendations to the Compensation Committee, as well as compensation program design recommendations. The Chief Executive Officer’s performance is evaluated by the Board of Directors. Mr. Shor’s salary was initially established by the Executive Employment Agreement between Mr. Shor and the Company entered into on September 1, 2018 and is adjusted on an annual basis by the Board (excluding the Chief Executive Officer) upon recommendation of the Compensation Committee. The Chief Executive Officer and the Chief Financial Officer work closely with the Compensation Committee on the development of the financial targets and overall compensation awardable to the Named Executive Officers under our Management Incentive Plan (“MIP”) as those amounts are determined by reference to our annual operating budget. The Compensation Committee retains the full authority to modify, accept or reject all compensation recommendations provided by management.

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Executive Compensation Philosophy and Objectives

The Company’s compensation program is designed to attract, motivate, reward, and retain key executives who drive our success and enable us to consistently achieve corporate performance goals in the competitive high-performance alloy business and increase stockholder value. We seek to achieve these objectives through a compensation package that:

In addition to aligning management’s interests with the interests of the stockholders, a key objective of our compensation plans and programs is mitigating the risk in the compensation package by ensuring that a significant portion of compensation is based on the long-term performance of the Company. This reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term sustainability of the Company. The Compensation Committee also values and seeks diversity in the executive team, including the Named Executive Officers. As part of its oversight responsibilities, the Compensation Committee, along with a cross-functional team with representatives from Human Resources, Legal and Finance, annually evaluates the risks arising from our compensation policies and practices, with the assistance of its independent compensation consultant. The Compensation Committee considered, among other factors, the design of the incentive compensation programs, which are closely linked to corporate performance, the mix of short-term and long-term compensation, the maximum payout levels for short- term and long-term incentives, the distribution of compensation between equity and cash and other factors that mitigate risk. The Compensation Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

At our 2023 Annual Meeting of Stockholders, our stockholders voted on a non-binding advisory proposal to approve the compensation of our Named Executive Officers (the “say-on-pay vote”). Approximately 98.0% of the shares voted on the proposal were voted in favor of the proposal. In light of this approval by a substantial majority of our stockholders, the Compensation Committee did not implement material changes to the executive compensation programs as a result of the stockholders’ advisory vote.

When determining how often to hold say-on-pay votes, the Board took into account the strong preference for an annual vote expressed by our stockholders at our 2023 Annual Meeting of Stockholders. Accordingly, the Board determined that we will hold say-on-pay votes on an annual basis until the next say-on-pay frequency vote, which will be held at our 2029 Annual Meeting of Stockholders.

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2023 Compensation Plan Highlights

The design of our executive compensation program for fiscal 2023 was generally consistent with the design of our fiscal 2021 and 2022 programs. The following table highlights the features of the program:

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Committee Procedures

The Compensation Committee retains the services of Total Rewards Strategies, an independent compensation consulting firm, to analyze the compensation and financial data of a comparator group of companies. Total Rewards Strategies also provides the Compensation Committee with alternatives to consider when making compensation decisions and provides opinions on compensation recommendations the Compensation Committee receives from management. Total Rewards Strategies provided analyses and opinions regarding executive compensation trends and practices to the Compensation Committee during fiscal 2022 and fiscal 2023. Total Rewards Strategies did not provide any services to the Company other than compensation consulting to the Compensation Committee in each of those fiscal years. Total Rewards Strategies’ work for the Company in fiscal 2023 did not raise any conflicts of interest.

Comparator Group

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Market Rates

Among other analyses, Total Rewards Strategies provides the Compensation Committee with data regarding the 50^th percentile, or median, of the Comparator Group for base salary, cash bonus, long-term incentives and total overall compensation, or the Median Market Rate, for individuals holding comparable positions at the companies in the Comparator Group. The Compensation Committee uses the Median Market Rate as a primary reference point when determining compensation targets for each element of pay. When individual and targeted Company financial performance is achieved, the objective of our executive compensation program is to provide overall compensation near the Median Market Rate of pay practices in the Comparator Group of companies. Actual target pay for an individual may be more or less than the Median Market Rate based on the Compensation Committee’s evaluation of the individual’s performance, experience, and potential.

Consistent with the Compensation Committee’s philosophy of pay for performance, incentive payments can exceed target levels only if overall Company financial targets are exceeded and will fall below target levels if overall financial goals are not achieved.

Setting Named Executive Officer Compensation in Fiscal 2023

The Named Executive Officers for fiscal 2023 are Michael L. Shor, Daniel W. Maudlin, David L. Strobel, Marlin C. Losch III, and Scott R. Pinkham.

Michael L. Shor was appointed President and Chief Executive Officer of the Company on September 1, 2018, after serving as interim President and Chief Executive Officer since May 29, 2018. The disclosures regarding Mr. Shor’s fiscal 2023 compensation within this section should be read with that background and in conjunction with the disclosures provided under the “CEO Compensation” section and the footnotes to the Summary Compensation Table following this Compensation Discussion and Analysis.

Components of Compensation

The chief components of each Named Executive Officer’s compensation in fiscal 2023 were:

Each element of compensation is designed to achieve a specific purpose and to contribute to a total package that is competitive, appropriately performance-based and valued by our executives. The Compensation Committee reviews information provided by Total Rewards Strategies and our historical pay practices to determine the appropriate level and mix of compensation. This may include consideration of compensating executives, whether in cash or any form of equity, for the additional time, effort and flexibility required to continue to operate the business under extraordinary circumstances. In allocating compensation among elements, the Compensation Committee believes that the compensation of our most senior executives, including the Named Executive Officers, who have the greatest ability to influence Company performance, should be predominately performance-based. As a result of this strategy, 64.0% of the Named Executive Officers’ total target compensation, including the Chief Executive Officer’s compensation, was allocated to performance-based pay in fiscal 2023.

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Fiscal 2023 Target Compensation

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The target total compensation for fiscal 2023 is shown for each Named Executive Officer in the following table.

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Base Salary

We provide executives with a base salary that is intended to attract and retain the quality of executives needed to lead our complex businesses. Base salaries for executives are generally targeted at the Median Market Rate of the Comparator Group, although individual performance, experience, internal equity, compensation history and contributions of the executive are also considered. The Compensation Committee reviews base salaries for our Named Executive Officers annually and may make adjustments based on individual performance, experience, market competitiveness, internal equity and the scope of responsibilities.

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In November 2022, the Compensation Committee approved increases to the base salaries of each of the Named Executive Officers for fiscal year 2023, ranging from 4.5% to 6.1%. The Committee believes that these salary increases reflect changes in market rates and the contributions made by the Named Executive Officers to our successful business growth while maintaining a focus within the Named Executive Officers’ functional areas.

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Management Incentive Plan—Annual Cash Incentive

The purpose of the MIP is to provide an annual cash bonus based on the achievement of specific operational and financial performance targets, tying compensation to the creation of value for stockholders. Target cash bonus awards are determined for each executive position by competitive analysis of the Comparator Group. In general, the median annual cash bonus opportunity of the Comparator Group is used to establish target bonus opportunities, but consideration is

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given to the individual executive’s responsibilities and contributions to business results and internal equity. The MIP allows the Board discretion to administer the plan, including not paying out any compensation thereunder, accounting for unforeseen one-time transactions or adjusting the performance measures based on external economic factors. Based on the Company’s actual performance in fiscal 2023, MIP payments were paid in excess of the threshold, but less than target. MIP payments are made on a sliding scale in accordance with established performance targets and are earned as of the end of the applicable fiscal year. MIP payments are sometimes referred to herein as a “bonus.”

For fiscal 2023, the target performance level was established by reference to our consolidated annual operating budget. The annual operating budget is developed by management and presented by the CEO and the CFO to the Board for its review and approval. The bonus target was intended to represent corporate performance which the Board believed was more likely than not to be achieved based upon management’s presentation of the annual operating budget. For fiscal 2023, the Compensation Committee and the Board, after taking into consideration the Company’s financial and strategic goals for fiscal 2023, changed the performance metric under the MIP from operating income as the sole financial metric to a dual metric of net income and Total Case Incident Rate (TCIR) as reported to OSHA as the performance goals for MIP payouts. TCIR is a rate of reportable safety incidents per 200,000 hours worked, and for purposes of the MIP is based on actual TCIR from January 1, 2023 through September 30, 2023.

The table below lists the 2023 MIP incentive awards that could have been earned at the threshold, target, and maximum levels by each Named Executive Officer as a percentage of his base salary:

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The following table sets forth the targets for net income and TCIR, as well as actual fiscal 2023 net income, as adjusted for select circumstances as approved by the Board:

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For the amounts actual earned by our Named Executive Officers for fiscal 2023 under the MIP, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below.

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In addition to the amount earned under the MIP, the Compensation Committee also awarded Mr. Strobel a cash retention bonus of $100,000.

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Long-Term Incentives

Our stockholders approved our 2016 Incentive Compensation Plan on March 1, 2016 (the “2016 Plan”), and our 2020 Incentive Compensation Plan (the “2020 Plan”) on February 25, 2020. The 2020 Incentive Compensation Plan was amended by our stockholders on February 23, 2021, and was amended by our Board of Directors on November 15, 2023. Upon the approval of the 2020 Plan by our stockholders in February 2020, no new awards were permitted to be made under the 2016 Plan. The plans provide the Company with a means to grant compensation awards designed to attract and retain key management, including the Named Executive Officers. The Compensation Committee administers the plans and believes awards available under the plans provide an appropriate incentive to produce superior returns to stockholders over the long term by offering participants an opportunity to benefit from stock appreciation through stock ownership.

Competitive benchmarking to the Comparator Group, the executive’s responsibilities and the individual’s contributions to our business results determine the level of long-term compensation for each Named Executive Officer and other executive officers. In general, the median value of long-term compensation in the Comparator Group is used to determine the approximate value of long-term incentives. Fair value methodologies, which are consistent with our expensing of equity awards under FASB ASC Topic 718, were used in fiscal 2023 to determine the value of stock options.

We currently do not have any formal plan requiring us to grant equity compensation on specified dates. With respect to newly hired or promoted executives, our practice is typically to consider stock equity grants at the first meeting of the Compensation Committee and Board of Directors following such an executive’s hire date. The recommendations of the Compensation Committee are subsequently submitted to the Board of Directors for approval. Our policy is to issue equity grants at a time when we are in an “open window” for trading purposes, which customarily begins two days after the filing of our required quarterly and annual reports with the SEC, and that the grant value of all equity awards is equal to the fair market value on the date of grant, which is determined using the closing price on the trading day prior to the grant date. The Compensation Committee considers whether or not to grant additional equity awards to the management team on an annual basis. This may include compensating executives for the additional time, effort and flexibility required to continue to operate the business under any extraordinary circumstances. In addition, a pool of shares (initially in the amount of 5,000 shares but decreasing over time as grants are made) is available for management to provide “spot grants” to employees based upon performance. No such additional equity awards were granted to the Named Executive Officers in fiscal 2023.

The amount of equity compensation for the Named Executive Officers and other executive officers is determined by the Compensation Committee as part of the total mix of compensation, including base salary, long-term incentive compensation and short-term incentive compensation, provided that the Chief Executive Officer’s compensation is subject to approval by the full Board. The Compensation Committee uses information provided by its compensation consultant regarding the composition and median value of equity compensation for equivalent executive officers in the Comparator Group as a reference point in its analysis of appropriate equity compensation for the CEO and the other Named Executive Officers. The Compensation Committee then applies its judgment and experience to balance the following factors in determining equity compensation for the CEO and the other Named Executive Officers:

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Stock Options

The Company currently grants stock option awards under the 2020 Plan and previously granted options under the 2016 Plan and the Second Amended and Restated Stock Option Plan, adopted in 2007 (the “2007 Plan”). The CEO does not hold any options under the 2007 Plan.

All options granted to the Company’s Named Executive Officers have an exercise price equal to the closing price of our common stock as reported by Nasdaq on the trading day prior to the grant date, vest in three equal annual installments on the first, second and third anniversaries of the grant date and expire on the tenth anniversary of the date of grant. Upon the termination of a Named Executive Officer’s employment for any reason other than death or Cause, Disability or Retirement (each as defined in the applicable plan) any unvested options would terminate and vested options would be exercisable for six months (in the case of the CEO for options granted under the 2016 Plan and 2020 Plan or the other Named Executive Officers for options granted under the 2007 Plan) or 90 days (in the case of the other Named Executive Officers for options granted under the 2016 Plan and the 2020 Plan) following the date of termination of employment, but no later than the expiration date of such options, except that vested and unvested options granted under the 2007 Plan terminate upon the resignation of a Named Executive Officer (other than the CEO) without Good Reason (as defined in the 2007 Plan). In the event of termination of employment due to death, Disability or Retirement, all unvested options would vest and all options held by the Named Executive Officer would be exercisable for five years (in the case of options granted under the 2016 Plan and 2020 Plan) or six months (in the case of options granted under the 2007 Plan) following the date of termination of employment, but no later than the expiration date of such options, except that, in the case of Retirement, unvested options granted under the 2007 Plan would not vest and would terminate on the retirement date. In the case of termination for Cause, the options granted under all of the plans would be forfeited and no longer exercisable.

Restricted Stock and Performance Share Awards

Grants of restricted stock and PSAs vest in accordance with the terms and conditions established by the Compensation Committee. In fiscal 2023, the Compensation Committee set restrictions on the vesting of the PSA grants based on the achievement of specific performance goals, while vesting of the restricted stock grants is time-based.

Subject to certain exceptions, restricted stock and PSA grants are subject to forfeiture if employment or service terminates prior to the end of the vesting period and, in the case of PSAs, if performance goals are not met. We assess, on an ongoing basis, the probability of whether performance criteria will be achieved. The Company will recognize compensation expense over the performance period if it is deemed probable that the goal will be achieved. The fair value of the Company’s restricted stock is determined based upon the closing price of our common stock on the trading day before the grant date. The plans provide for the adjustment of the number of shares covered by an outstanding grant and the maximum number of shares for which awards may be granted in the event of a stock split, extraordinary dividend or distribution or similar recapitalization event. Outstanding shares of restricted stock are entitled to receive dividends on shares of common stock after the grant date, but no other type of equity compensation award is entitled to receive dividends until after vesting or exercise, as applicable.

2021 Fiscal Year Performance Share Awards

On November 24, 2020, executives, including the Named Executive Officers, were granted awards of a target amount of PSAs. The actual number of shares that were ultimately earned, as well as the number of shares of common stock that would be distributed in settling those PSAs, was determined at the end of a three-year performance period starting on October 1, 2020 and ending on September 30, 2023, based on the relative total shareholder return (TSR) of the Company compared to the TSR Peer Group set forth below. The total number of PSAs earned, and shares of common stock distributed could range from 0% to 200% of the target amount of PSAs granted to each participant. Participants are required to be employees at the end of the performance period to receive a payout, except in the event of death, Disability, or a Change in Control (in addition to other limited circumstances). Participants received shares equal to 125.00% of the PSA target amount based upon our stock performance versus the stock of the companies in the TSR Peer Group.

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The TSR Peer Group for the 2021 fiscal year PSA grant consisted of the following companies: ATI Inc. (formerly Allegheny Technologies Incorporated); Arconic Corporation; Carpenter Technology Corporation; Commercial Metals Company; Insteel Industries, Inc.; Kaiser Aluminum Corporation; Materion Corporation; Olympic Steel, Inc.; and Universal Stainless & Alloy Products, Inc.

2023 Fiscal Year Grants

The Committee believes that a combination of PSAs, time-based restricted stock and stock options aligns the executives’ interests with those of our stockholders and provides an appropriate balance between long-term stock price appreciation and executive retention. In fiscal 2023, the regular annual allocation of equity grants to the Named Executive Officers consisted of PSAs at 37.5%, time-based restricted stock at 37.5% and stock options at 25%.

On November 22, 2022, executives, including the Named Executive Officers, were granted awards of time-based restricted stock. Participants must be employees at the end of the three-year vesting period to have continuing rights to the awarded stock, except in the event of death, Disability, or a Change in Control (in addition to other limited circumstances).

On November 22, 2022, executives, including the Named Executive Officers, were granted stock options that expire after ten years. In determining the number of shares underlying the options to be granted to the Named Executive Officers, the Compensation Committee established the value of such shares underlying the options at $20.52 for the November 2022 grant using a fair value methodology. The options vest one-third per year over three years from the date of grant.

On November 22, 2022, executives, including the Named Executive Officers, were also granted awards of a target number of PSAs. The actual number of shares that may ultimately be earned, as well as the number of shares of common stock that may be distributed in settling those PSAs, will be determined at the end of a three-year performance period starting October 1, 2022 and ending September 30, 2025, based on the relative TSR of the Company compared to the 2023 TSR Peer Group described below. The total number of PSAs earned, and shares of common stock distributed can range from 0% to 200% of the target amount of PSAs granted. Participants must be employees at the end of the performance period to receive a payout, except in the event of death, Disability, Retirement, or a Change in Control (in addition to other limited circumstances).

Relative TSR compares the results of investing in common stock of the Company versus the stock of other companies in the 2023 TSR Peer Group, considering both the appreciation and depreciation in share price as well as the value of dividends distributed during the three-year time period. Share price is calculated at the beginning and end of the period using the average closing price for the twenty (20) business days immediately prior to the start of the performance period (October 1) and immediately prior to the end of the performance period (September 30).

The relative TSR performance metric for the fiscal 2023 to 2025 performance period is determined as follows:

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The 2023 TSR Peer Group is comprised of the following companies: ATI Inc. (formerly Allegheny Technologies Incorporated); Carpenter Technology Corporation; Commercial Metals Company; Howmet Aerospace Inc.; Insteel Industries, Inc.; Kaiser Aluminum Corporation; Materion Corporation; Olympic Steel, Inc.; and Universal Stainless & Alloy Products, Inc.

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Other Compensation Policies, Plans and Practices

Clawback Policy

The Board of Directors adopted a revised clawback policy effective September 12, 2023 (the “Clawback Policy”) that complies with the final SEC regulations mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Nasdaq Listing Rule 5608. The Clawback Policy provides for recoupment of incentive compensation in the event of an accounting restatement resulting from noncompliance with financial reporting requirements under federal securities laws. The policy applies to current and former executives and requires reimbursement or forfeiture of any excess incentive compensation received by an executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.

Anti-Pledging and Anti-Hedging Policies

Pledging is the practice in which a director or executive secures a loan by using equity compensation obtained from the Company as collateral to secure the loan (“Pledging”). Any director, executive officer or other employee of the Company is prohibited from Pledging. In addition, directors, executive officers, and key employees of the Company are prohibited from trading in any interest or position relating to the future price of the Company’s securities, such as a put, call or short sale.

Stock Ownership and Retention Guidelines

The Board has approved stock ownership guidelines applicable to executive officers and members of the Board. The guidelines established the goal that, within five (5) years from the date of hiring, promotion or election, executive officers and directors must each own an amount of the Company’s common stock determined based upon a multiple of base salary, in the case of executive officers, or annual cash retainer, in the case of Board members. The multiples are as follows: in the case of the Chief Executive Officer, 300% of base salary; in the case of all other Named Executive Officers, 200% of base salary; in the case of other executive officers, 100% of base salary; and in the case of non-employee members of the Board, 400% of the annual cash retainer. The calculation of shares owned by an individual includes shares or other equity interests owned directly or indirectly, including those subject to risk of forfeiture (but not forfeited) under the 2016 Plan or the 2020 Plan, as applicable, including PSAs at the target amount, whether or not then earned, shares subject to a deferral election and shares subject to exercisable stock options with exercise prices lower than the then current market value. The guidelines also require that executive officers and directors retain at all times the required amount of stock (based upon value of shares owned) after first meeting the ownership goal. As of September 30, 2023, given the five (5) year accumulation period permitted by the guidelines, all of the executive officers of the Company, including the Named Executive Officers, to whom the guidelines are applicable were in compliance with the guidelines.

Benefits

The Named Executive Officers are eligible for the same level and offering of benefits made available to other employees, including our 401(k) plan (which provides for a matching contribution to be made by the Company), health care plan, life insurance plan and other welfare benefit programs. We pay premiums for life insurance for each of the Named Executive Officers and other executive officers. Our benefits are designed to be competitive with other employers in the central/ northern Indiana region to enable us to compete for and retain employees.

In addition, we maintain the Haynes International, Inc. Pension Plan (the “Pension Plan”), a defined benefit pension plan for the benefit of certain eligible domestic employees, including three of the Named Executive Officers (Messrs. Maudlin, Losch, and Pinkham), who were hired prior to December 31, 2005. As of December 31, 2005, the Pension Plan was closed to new salaried employees and, as of December 31, 2007, the benefits of all salaried participants in the Pension Plan were frozen, and no further benefits will accumulate.

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Non-Qualified Deferred Compensation Plan

The Compensation Committee approved the implementation of a non-qualified deferred compensation plan for independent directors and executive officers effective November 20, 2017. The plan provides the opportunity to defer current compensation and taxes until a future date, and to receive tax deferred investment returns on deferred amounts. The plan allows directors to defer up to 100% of their annual cash retainers and up to 100% of their annual equity grants. The plan allows eligible employees to defer up to 80% of their base salary, up to 100% of their payouts under the MIP and up to 100% of their long-term incentive awards.

CEO Compensation

We entered into an Employment Agreement with Mr. Shor on September 1, 2018, as amended, pursuant to which Mr. Shor agreed to serve as the President and Chief Executive Officer of the Company on a full-time basis for an initial term ending on September 30, 2020, provided that the initial employment term automatically extends for additional one-year periods commencing on October 1, 2020 and on each anniversary thereafter, unless the Board or Mr. Shor provides written notice to the other to the contrary at least 90 days prior to the end of the then current term.

Under the terms of Mr. Shor’s Employment Agreement, Mr. Shor is (a) entitled to receive a base salary currently at a rate of $700,000 per year, subject to adjustment as approved by the Board, (b) eligible to receive an annual bonus ranging from 40% to 120% of Mr. Shor’s base salary (with the target amount set at 80%), based upon the achievement by the Company of specific performance requirements measured over our fiscal year, as determined by the Compensation Committee, (c) eligible for grants of equity awards under our equity incentive plans in the sole and absolute discretion of the Board, established as 160% of salary by the Board for fiscal 2023, and (d) entitled to reimbursement for certain travel expenses. Mr. Shor is also entitled to participate in our benefit plans and programs provided to Company executives generally, subject to eligibility requirements and other terms and conditions of those plans. In addition, we must use reasonable efforts to secure term life insurance coverage for Mr. Shor in an amount not less than four times his annual salary, subject to certain stipulations. All of the incentive compensation payable pursuant to the Employment Agreement is subject to recoupment under the terms of our Clawback Policy.

Tax Implications of the Compensation Committee’s Compensation Decisions

Section 162(m) of the Internal Revenue Code generally limits tax deductibility of compensation paid by a public company to its chief executive officer and certain other executive officers in any year to $1 million in the year compensation becomes taxable to the executive. Prior to the 2017 Tax Cuts and Jobs Act, certain compensation was exempt from the deduction limit to the extent it met the requirements to be considered “qualified performance-based compensation” as previously defined in Section 162(m). The 2017 Tax Cuts and Jobs Act eliminated that exemption. Certain arrangements entered into prior to November 2, 2017, are considered “grandfathered” and compensation paid under such arrangements will continue to be deductible until the arrangements are materially modified.

The Compensation Committee has historically considered Section 162(m) in the design of incentive plans to preserve the corporate tax deductibility of compensation. However, in light of the changes to Section 162(m), the Compensation Committee anticipates that a larger portion of future compensation paid to our Named Executive Officers will be subject to a tax deduction disallowance under Section 162(m). The Compensation Committee recognizes that factors other than tax deductibility should be considered in determining the forms and levels of executive compensation most appropriate and in the best interests of the Company and our stockholders. Annually, the Compensation Committee reviews all compensation programs and payments, including the tax impact on the Company.

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Compensation Tables and Narrative Disclosure

The following tables, footnotes and narratives provide information regarding the compensation, benefits, and equity holdings in the Company for the persons who acted as CEO, CFO and the other Named Executive Officers in fiscal 2023.

Summary Compensation Table

The narrative and footnotes below describe the total compensation disclosed in the below Summary Compensation Table for fiscal 2021, 2022 and 2023 to the Named Executive Officers. For information on the role of each element of compensation within the total compensation package, please see the discussion above under “Compensation Discussion and Analysis.”

Salary—This column represents the base salary earned during fiscal 2021, 2022 and 2023, including any amounts invested by the Named Executive Officers in our 401(k) plan. Base salary for fiscal 2021 reflects the 10% reduction in salary effective as of April 2020 until January 2021 (April 2021 for Mr. Shor).

Stock Awards—This column represents the fair value of the restricted stock and PSA grants, computed in accordance with FASB ASC Topic 718.

Option Awards—This column represents the grant date fair value, computed in accordance with FASB ASC Topic 718, with respect to stock options granted in fiscal 2021, 2022 and 2023. For options issued in fiscal 2021, 2022 and 2023, the grant date fair value was calculated using a fair value methodology and recognized over the vesting period of the stock option.

Non-Equity Incentive Plan Compensation—This column represents cash bonuses earned in fiscal 2021, 2022 and 2023 by the Named Executive Officers under the 2021, 2022 and 2023 MIPs, respectively.

Change in Pension Value and Nonqualified Deferred Compensation Earnings—This column represents the actuarial increase during fiscal 2021, 2022 and 2023 in the pension value for the Named Executive Officers under the Pension Plan. A description of the Pension Plan can be found below under “Pension Benefits.”

All Other Compensation—This column represents all other compensation paid or provided to the Named Executive Officers for fiscal 2021, 2022 and 2023 not reported in previous columns, such as our matching contributions to 401(k) plans, payment of insurance premiums and costs of providing certain limited perquisites and benefits.

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