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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.          )

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January 26, 201824, 2020

Dear Stockholders of Haynes International, Inc.:

        You are cordially invited to attend the Annual Meeting of Stockholders of Haynes International, Inc. ("Haynes") to be held Wednesday,Tuesday, February 28, 201825, 2020 at 10:00 a.m. (EST) at the SheratonConrad Indianapolis, Hotel at Keystone Crossing,50 W. Washington Street, Indianapolis, Indiana 46240.46204.

        The business to be discussed and voted upon by the stockholders at the annual meeting is described in the accompanying Notice of Annual Meeting and Proxy Statement.

        We hope you are able to attend the annual meeting personally, and we look forward to meeting with you. Whether or not you attend, it is important that your stock be represented and voted at the meeting. I urge you to please complete, date and return the proxy card in the enclosed envelope. 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 filing a properly executed proxy bearing a later date or by attending the annual meeting and voting in person.

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

Sincerely,
Haynes International, Inc.

Mark M. ComerfordMichael L. Shor
President and Chief Executive Officer

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HAYNES INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 28, 201825, 2020

Stockholders of Haynes International, Inc.:

        The Annual Meeting of Stockholders of Haynes International, Inc. ("Haynes") will be held at the SheratonConrad Indianapolis, Hotel at Keystone Crossing, 8787 Keystone Crossing,50 West Washington St., Indianapolis, Indiana 4624046204 on Wednesday,Tuesday, February 28, 201825, 2020 at 10:00 a.m. (EST) for the following purposes:

1.

To elect Donald C. Campion as a director of Haynes to serve for a one-year term;



2.

To elect Mark M. Comerford as a director of Haynes to serve for a one-year term;



3.

To elect John C. Corey as a director of Haynes to serve for a one- year term;



4.

To elect Robert H. Getz as a director of Haynes to serve for a one-year term;



5.3.

To elect Dawne S. Hickton as a director of Haynes to serve for a one-year term;



6.4.

To elect Michael L. Shor as a director of Haynes to serve for a one-year term;



7.5.

To elect Larry O. Spencer as a director of Haynes to serve for a one-year term;



6.

To elect William P. Wall as a director of Haynes to serve for a one-year term;



8.7.

To ratify the appointment of Deloitte & Touche LLP as Haynes' independent registered public accounting firm for the fiscal year ending September 30, 2018;2020;



8.

To hold a vote on the Haynes International, Inc. 2020 Incentive Compensation Plan;



9.

To approve a proposed amendment to the Company's Amended and Restated By-Laws;



10.

To hold an advisory vote on executive compensation; and



11.10.

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

        Only stockholders of record at the close of business on January 12, 201810, 2020 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, PLEASE DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY. A RETURN ENVELOPE IS PROVIDED FOR THIS PURPOSE.

By Order of the Board of Directors,

Janice W. Gunst
Corporate Secretary

January 26, 201824, 2020
Kokomo, Indiana

        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on February 28, 2018:25, 2020: This Notice of Annual Meeting and Proxy Statement and the Company's Fiscal 20172019 Annual Report are available in the "Investor Relations" section of the Company's website atwww.haynesintl.com

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HAYNES INTERNATIONAL, INC. PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 28, 201825, 2020

GENERAL INFORMATION

        This proxy statement is furnished in connection with the solicitation by the Board of Directors of Haynes International, Inc. ("Haynes" or the "Company") of proxies to be voted at the Annual Meeting of Stockholders to be held at 10:00 a.m. (EST) on Wednesday,Tuesday, February 28, 2018,25, 2020, and at any adjournment thereof. The meeting will be held at the SheratonConrad Indianapolis, Hotel at Keystone Crossing, 8787 Keystone Crossing,50 W. Washington St., Indianapolis, Indiana 46240.46204. This proxy statement and the accompanying form of proxy were first mailed to stockholders of the Company on or about January 26, 2018.24, 2020.

        A stockholder signing and returning the enclosed proxy may revoke it at any time before it is exercised by delivering written notice to the Corporate Secretary of Haynes, by filing a properly executed proxy bearing a later date or by attending the annual meeting and voting in person. The signing of a proxy does not preclude a stockholder from attending the annual meeting in person. All proxies returned prior to the annual meeting, and not revoked, will be voted in accordance with the instructions contained therein. Any executed proxy not specifying to the contrary will be voted as follows:

(1)

FOR the election of Donald C. Campion;



(2)

FOR the election of Mark M. Comerford;Robert H. Getz;



(3)

FOR the election of John C. Corey;Dawne S. Hickton;



(4)

FOR the election of Robert H. Getz;



(5)

FOR the election of Dawne S. Hickton



(6)

FOR the election of Michael L. Shor;



(7)(5)

FOR the election of Larry O. Spencer;



(6)

FOR the election of William P. Wall;



(8)(7)

FOR ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for its fiscal year ending September 30, 2018;2020;



(9)(8)

FOR the approval of the proposed amendment to the Company's Amended and Restated By-Laws;Haynes International, Inc. 2020 Incentive Compensation Plan;



(10)(9)

FOR the compensation of the Named Executive Officers described herein;herein, in a non-binding, advisory capacity; and



(11)(10)

IN the discretion of the proxy holders upon such other business as may properly come before the annual meeting.

        The vote with respect to approval of the compensation of the Company's Named Executive Officers is advisory in nature and will not be binding on the Company or the Board of Directors. Stockholders may also choose to abstain from voting on such matter.matters.

        As of the close of business on January 12, 2018,10, 2020, the record date for the annual meeting, there were outstanding and entitled to vote 12,520,32012,556,255 shares of common stock of Haynes. Each outstanding

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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

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present in person or represented by a properly completed proxy 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. If you are not the record holder of your shares and want to attend the meeting and vote in person, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspector of election with your ballot when you vote at the meeting. Haynes has no other voting securities outstanding. Stockholders do not have cumulative voting rights. All stockholders of record as of January 12, 201810, 2020 are entitled to notice of and to vote at the annual meeting.

        A quorum will be present if holders of a majority of the outstanding shares of common stock are present, in person or by proxy, 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"). If a quorum is present, the nominees for director will be elected by a majority of the votes cast. Abstentions and broker non-votes are treated as votes not cast and will have no effect on the election of directors. The affirmative vote of the majority of the shares present and entitled to vote on the matter is required for adoption of the proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm, approval of the compensation of the Company's Named Executive Officers and approval of the proposed amendment to the Company's Amended and Restated By-Laws; accordingly,Haynes International, Inc. 2020 Incentive Compensation Plan. Accordingly, abstentions applicable to shares represented at the meeting will have the same effect as votes against these proposals. Broker non-votes will have no effect on the outcome of the advisory proposals with respect to the compensation of the Company's Named Executive Officers while the affirmative vote of the holders of at least a majority of the voting power of the shares of the capital stock of the Company issued and outstanding and entitled to vote in the election of directors is required for approval of the proposed amendment to the Company's Amended and Restated By-Laws. Abstentions applicable to shares represented at the meeting will have the same effect asHaynes International, Inc. 2020 Incentive Compensation Plan, advisory votes against these proposals. Broker non-votes will have no effect on the outcome of the advisory proposal with respect to the compensation of the Company's Named Executive Officers because this is athose are non-routine mattermatters for which brokers, banks or other nominees may not vote absent instructions, but will have the same effect as votes against the proposal to ratify the appointment of Deloitte & Touche LLP sincebecause this proposal is a routine matter for which brokers, banks or other nominees have discretionary voting power, and the proposed amendment to the Company's Amended and Restated By-Laws, because this proposal must be approved by holders of at least a majority of the voting power of the shares of the capital stock of the Company issued and outstanding and entitled to vote in the election of directors, whether present or not.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 in person or represented by proxy and entitled to vote on such matters at the annual meeting.

        A copy of the Haynes International, Inc. Fiscal Year 20172019 Annual Report on Form 10-K, including audited financial statements and a description of operations for the fiscal year ended September 30, 2017,2019, accompanies this proxy statement. The financial statements contained in the Form 10-K are not incorporated by reference in this proxy statement, but they do contain important information regarding Haynes.

        This solicitation of proxies is being made by Haynes, and all expenses in connection with this solicitation of proxies will be borne by Haynes. Haynes expects to solicit proxies primarily by mail, but

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directors, officers and other employees of Haynes may also solicit proxies electronically, in person or by telephone.

PROPOSALS FOR 20192021 ANNUAL MEETING

        Stockholders desiring to submit proposals to be included in the Proxy Statement for the 20192021 Annual Meeting 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 29, 2018.26, 2020, provided that if the date of the 2021 Annual Meeting is more than 30 days from the anniversary of the 2020 Annual Meeting, then the deadline would be a reasonable time before

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Haynes begins to print and send its proxy materials. Any such stockholder proposal must also be in 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 20192021 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 30, 201827, 2020 and not earlier than October 31, 2018,28, 2020, provided however, that in the event that the 2019 Annual2021Annual Meeting of Stockholders is called for a date that is not within twenty-five (25) days before or after the anniversary date of the 20182020 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 20192021 Annual Meeting of Stockholders was mailed or public disclosure of the date of the 20192021 Annual Meeting 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 20192021 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 "Governance Committee and Director Nominations" herein.

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

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 12, 201810, 2020 (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 12, 2018,10, 2020 (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 officers during fiscal year 20172019 (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 these shares of common stock. 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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PROPOSALS TO BE VOTED UPON

1 through 7.6. 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.seven, which will be decreased to six following the Annual Meeting. 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 20192021 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 sevenfive directors who served in fiscal 2019 for all or part of fiscal 2017 for re-electionelection at the annual meeting. Mr. Corey will retire from his position as a director of the Company at the annual meeting. Mr. Spencer was appointed to the Board effective January 1, 2020 and is also being nominated for fiscal 2020 upon the unanimous recommendation of the Governance Committee. The Board of Directors believes that all of its nominees will be available for re-election at

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the annual meeting and will serve if re-elected. The directors nominated for re-electionelection (the "Nominated Directors") are:

        The Board of Directors recommends that stockholders vote FOR the election of all of the Nominated Directors. Unless authority to vote for any Nominated Director is withheld, the accompanying proxy will be voted FOR the election of all 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 a majority of the votes cast will be elected to the Board of Directors.

Business Experience of Nominated Directors

        Michael L. ShorRobert H. Getz has been a director since August 1, 2012.March 31, 2006. Mr. ShorGetz serves as Chairman of the Board and as a member of the Corporate Governance and Nominating CommitteeCommittee. 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, 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 invested in and served on the boards of several public and private technology, manufacturing and metals and mining companies. Mr. Getz currently serves on the Board of Directors of Ero Copper (TSX:ERO.TO), where he serves as Chairman of the Board. Mr. Shor retired as Executive Vice President—Advanced Metals Operations & Premium Alloys Operations of Carpenter Technology Corporation on July 1, 2011 after a thirty-year career with Carpenter Technology. At Carpenter, Mr. Shor held managerial positions in technology, marketingCompensation Committee and operations before assuming full responsibility for the performance of the Company's operating divisions. From November 2016 through February 2018, Mr. Shor was a member of the Governance Committee. He also serves on the board of AG&E Holdings Inc. (OTC-QB: AGNU)Techtronic Industries (HKG:0669.HK), a leading parts distributordeveloper and service provider to the casinomanufacturer of power tools. Mr. Getz formerly served as a Director of Jaguar Mining until 2019. He also served as a Director of NewMarket Gold Inc. until 2016 and gaming industry.as Chairman of Crocodile Gold Corp until its merger with NewMarket in 2015. The Boardboard believes that Mr. Shor'sGetz's experience as an investor and extensive management experience, and specific specialty materials experience, provides valuable insight, allowing Mr. Shor to advise the Company on its strategic direction, operational excellence and growth initiatives.

Mark M. Comerford was elected President and Chief Executive Officer andrecord as a director of the Company in October 2008. Before joining the Company, from 2004 to 2008, Mr. Comerford was

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President of Brush Engineered Materials Alloy Divisionother public and President of Brush International, Inc., affiliates of Materion Corporation, formerly known as Brush Engineered Materials, Inc., a company that manufactures high-performance materials. The Board believes Mr. Comerford's years of experience driving international growth at various advanced materials manufacturingprivate companies, provide valuable strategic insights to the Board. In addition, his leadership experience and acumen in strategic and operating roles based in the United States and Asia, as well as his wide variety of operating experience, asenables him to lead the board with his valuable perspective on a top executive at Haynes, all make him well qualified to serve as a director.variety of strategic issues.

        Donald C. Campion has been a director since August 31, 2004. Mr. Campion also serves as the Chairman of the Audit Committee and as a member of the Risk Committee and the Compensation Committee of the Board. Mr. Campion has also served on several company boards, both public and private. He currently serves on the board of MCBCMasterCraft Boat Holdings, Inc. (NASDAQ: MCFT), a public company, where he is Chairman of the Audit Committee and is a member of the Compensation Committee. In addition, Mr. Campion serves on a private company board as audit committee chair. From 2013 through 2014, Mr. Campion was a member of the board of directors of Cash Store Financial, Inc., a publicly traded company with shares listed on the Toronto Stock Exchange and the New York Stock Exchange. Mr. Campion previously served as Chief Financial Officer of several companies, including VeriFone, Inc., Special Devices, Inc., Cambridge, Inc., Oxford Automotive, Inc., and Delco Electronics Corporation. The Board believes Mr. Campion's substantial tax and accounting experience built through his career in finance at several significant corporations, his work in engineering and lean manufacturing and his experience serving as a director of other companies make him well qualified to

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serve as a director. Mr. Campion's tax and accounting acumen also qualify him as the Company's Audit Committee financial expert.

John C. Corey has been a director since August 31, 2004. Mr. Corey also serves as Chairman of the Risk Committee and as a member of the Corporate Governance and Nominating Committee of the Board. From January 2006 until his retirement in March 2015, Mr. Corey served as President, Chief Executive Officer and a director of Stoneridge, Inc., a global manufacturer of electrical and electronic components, modules and systems for the automotive, medium- and heavy-duty truck, agricultural and off-highway vehicle markets. From October 2000 through December 2005, Mr. Corey served as the President, Chief Executive Officer and a director of Safety Components International, Inc., a global manufacturer of automotive airbags. From January 2014 until December 31, 2015, Mr. Corey served on the board and was Chairman of the Motor Equipment Manufacturers Association, which represents the interests of suppliers to the motor vehicle industry. Mr. Corey has also served on several company boards, both public and private. The Board believes Mr. Corey's extensive experience as a President and Chief Executive Officer, garnered in service of a New York Stock Exchange listed corporation, as well as substantial operations, international and business development experience, make him well qualified to serve as a director.

Robert H. Getz has been a director since March 31, 2006. Mr. Getz also serves as Chairman of the Compensation Committee and the Strategic Committee and as a member of the Audit Committee of the Board. Mr. Getz is a private investor 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, a private equity investment firm which he co-founded in 1996. Mr. Getz also serves on the Board of Directors of Jaguar Mining (TSX: JAG.TO), a public company where he serves as Chairman of the Compensation Committee and as a member of the Governance, Audit and Finance Committees. Mr. Getz formerly served as a Director of NewMarket Gold Inc. and as Chairman of the Board of Crocodile Gold Corp., prior to its acquisition by NewMarket Gold in 2015. Mr. Getz also formerly served on the Board of Directors of Centurion International, Inc., Global Alumina, Novatel Wireless, Inc. and SITEL Corporation amongst others. The Board believes Mr. Getz's experience as a private equity investor and extensive experience as a director of other public and private companies, as

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well as the wide variety of his operating experience, enables him to share with the Board valuable perspectives on a variety of issues.

        Dawne S. Hickton has been a director since July 1, 2017. Ms. Hickton also serves as Chairperson of the Corporate Governance and Nominating Committee and a member of the Audit and Risk CommitteesCommittee of the Board. Ms. Hickton is thean Executive Vice President and Chief Operating Officer of Jacobs, Critical Missions Solutions line of business (NYSE:J). Serving now in an advisory role, Ms. Hickton is a Founding Partner of Cumberland Highstreet Partners, Inc., an executive strategic consulting firm for manufacturing businesses. She is also a member of the boards of directors of Jacobs Engineering Group (NYSE: JEC) and Triumph Group, Inc. (NYSE: TGI). Ms. Hickton previously served as Vice Chairman, President and Chief Executive Officer of RTI International Metals, Inc. from 2007 until its sale to Alcoa Corporation in 2015. She is also a membercurrently Chair of the board of the Federal Reserve Bank of Cleveland,Cleveland. In addition, she serves on the University of Pittsburgh board of trustees the board of the International Titanium Association, where she founded Women in Titanium, and the board of the Smithsonian National Air & Space Museum. The Board believes that Ms. Hickton's leadership experience in specialty metals as well as her knowledge of Haynes' key markets are benefits to Haynes.

Michael L. Shor served as the Company's interim President and Chief Executive Officer from May 29, 2018 through August 31, 2018 and was elected as the Company's President and Chief Executive Officer effective September 1, 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 on July 1, 2011 after a thirty-year career with Carpenter Technology. At Carpenter, Mr. Shor held managerial positions in technology, marketing and operations before assuming full responsibility for the performance of Carpenter's operating divisions. From November 30, 2016 through February 1, 2018, Mr. Shor was a member of the board of AG&E Holdings Inc. (OTC-QB: AGNU), a leading parts distributor and service provider to the casino and gaming industry. 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.

Larry O. Spencer, General, USAF (Ret.) has served as a director since January 1, 2020 and serves as a member of the Audit Committee and Compensation Committee. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. Spencer has also been a board director of the Whirlpool Corporation since August 2016 and of Triumph Group, Inc. since February 2018. The Board believes it benefits from Mr. 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.

        William P. Wall has been a director since August 31, 2004. Mr. Wall also serves as the Chairman of the Corporate Governance and NominatingCompensation Committee and as a member of the Audit Compensation and the StrategicCorporate Governance and Nominating Committees of the Board. Mr. Wall is a managing member of OQ Partners, LLC, a private investment and advisory firm headquartered in Lexington, MA.Massachusetts, Mr. Wall is a member of the Board of Directors of STAAR Surgical, Inc. (NASDAQ: STAA), where he serves as Chairman of the Nominating and Governance Committee and a member of the Compensation Committee and Audit Committee. Mr. Wall iswas also a member of the Board of Directors of AltisourceFront Yard Residential Corporation (NYSE: RESI), where he servesserved as Chairman of the Audit Committee, Chairman of the Nominating and Governance Committee and a member of the Compensation Committee and the Nominating and Corporate Governance Committee.from March 2016 until March

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2018. From February 2006 until June 2015, Mr. Wall served as general counsel of Abrams Capital Management, LLC, a value-oriented investment firm headquartered in Boston. Prior to joining Abrams Capital, Mr. Wall was a partner at a hedge fund for two years and was employed with Fidelity Investments for seven years, concluding as a Managing Director in its private investment group. The Board believes, in addition to his experience as an attorney, Mr. Wall provides financing and investment analysis experience as a result of his career in the investment management industry. Mr. Wall's leadership, investment and corporate governance experience enable him to advise the Company on its strategic direction, allocation of capital and management development.

        The Board of Directors unanimously recommends that stockholders voteFOR the election of each of the nominated directors.

Corporate Governance

Board Committee Structure

        The Board of Directors hashad four standing committees:committees at the beginning of fiscal 2019: (i) an Audit Committee; (ii) a Compensation Committee; (iii) a Corporate Governance and Nominating Committee; and (iv) a Risk Committee. The Risk Committee was dissolved in December 2018 and its functions spread among the full Board, other Board committees and management, as appropriate. In reviewing its overall governance and committee structure and costs, the Board determined that the cost of the Risk Committee was not a necessary expense given the ability of the full Board, other committees of the Board and management to handle the committee's responsibilities. The dissolution of the Risk Committee is an example of the Board's efforts to effectively manage governance expense. The responsibilities of the Risk Committee have been appropriately allocated among the other committees with active participation by management, including the CEO.

        The Audit Committee is currently composed of fourfive members, Messrs. Campion (who chairs the Committee), GetzCorey, Spencer and Wall and Ms. Hickton, all of whom are independent under the definitions and interpretations of NASDAQ. The size of the Audit Committee will be reduced to four members following Mr. Corey's retirement at the time of the Annual Meeting. Under the Audit Committee Charter, adopted by the Board of Directors and available in the investor relations section of the Company's website atwww.haynesintl.com, the Audit Committee is primarily responsible for, among other matters:

•

Appointment, retention, termination and oversight, including the approval of compensation, of the Company's independent auditors;



•

Pre-approving audit and non-audit services by the independent auditors;

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•

Reviewing the audit plan and the estimated fees;



•

Reviewing and recommending approval to the full Board of securities disclosures and earnings press releases;



•

Evaluating and making recommendations to the Board concerning the financial structure and financing strategy of the Company;



•

Managing significant risks and exposures (including cybersecurity risks relating to financial reporting) and policies with respect to risk assessment and risk management relating to financial reporting;



•

Reviewing operational and accounting internal controls, including any special procedures adopted in response to the discovery of material control deficiencies;



•

Reviewing the action taken by management on the internal auditors' and independent auditors' recommendations;

Comparator Group

•

The Company uses the comparator group as a reference for its executive compensation program. The Compensation Committee believes the comparator group is representative of the labor market from which the Company recruits executive talent. Factors used to select the comparator group companies include industry segment, market capitalization, revenue, profitability, labor markets, business model, customer markets, institutional ownership and number of employees and market capitalization. employees.



•

The Compensation Committee reviews and approves the composition of the comparator group annually.



•

In July 2016, For the Compensation2019 fiscal year, the Committee approvedundertook a thorough analysis of the characteristics and composition of its comparator group and the Company's performance and with the input of its compensation consultant, significantly revised the composition of the

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comparator group. For fiscal 2019, nine companies entered into the Company's comparator group and thirteen companies were deleted. The effect of this change resulted in a lower average market capitalization represented by the comparator group, which the Committee believes provided more appropriate benchmarks for 2017. The 2017compensation comparison versus larger capitalization companies, which typically set higher compensation levels. For fiscal 2019, the comparator group is comprised of 3024 companies, including industrial metals, mineral and manufacturing companies.

Market Rates

        Among other analyses, Total Rewards Strategies provides 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. The Compensation Committee uses the Median Market Rate as a primary reference point when determining compensation targets for each element of pay. As noted, by changing the composition of its comparator group, the Committee believes it adjusted the Median Market Rate to a level more consistent with the Company's revenue base, market capitalization and performance. When individual and targeted company financial performance is achieved, the objective of the executive compensation program is to provide overall compensation near the Median Market Rate of pay practices of 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. The Compensation Committee requires appropriate targets to achieve incentive payments in order to ensure alignment of interests with the Company's stockholders. In recent years, the Company's financial performance and stock price performance fell below the Compensation Committee's targets, which resulted in the Company's executives foregoing significant incentive payments and equity compensation. The Compensation Committee believes this best ensures that the Company's executives are properly aligned with stockholders. The effectiveness of this approach is demonstrated by the fact that in two of the last five fiscal years, no incentive payments were earned by management due to the Company's underperformance versus the financial targets established by the Compensation Committee, in two years less than the target was paid out due to underperformance versus target, and approximately 56,450 shares of restricted stock were forfeited as unearned for failure to achieve required performance targets and 91,500 options expired worthless. The Committee believes its philosophy, and the implementation of that philosophy, is in the best interests of the Company's stockholders, and has resulted in a significant transformation in the focus and effort of its management team under the new leadership of Michael Shor, its Chief Executive Officer who began service in May 2018.

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Setting Named Executive Officer Compensation in Fiscal 20172019

        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 2019 compensation within this section should be read with that background and in conjunction with the disclosures provided under the "CEO Compensation" section and the notes to the "Summary Compensation Table" provided herein.

Components of Compensation

        The chief components of each Named Executive Officer's compensation in fiscal 20172019 were:

•

base salary;



•

a performance-based annual incentive award under the MIP;



•

long-term compensation awards that include a combination of stock options, time-based restricted stock and performance shares;



•

employee benefits, such as life, health and disability insurance benefits, and a qualified savings (401(k)) plan; and



•

limited perquisites.

        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 the Company's executives. The Compensation Committee reviews information provided by Total Rewards Strategies and the Company's historical pay practices to determine the appropriate level and mix of compensation. In allocating compensation among elements, the Company believes the compensation of the Company's 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, 67%63% of the Named Executive Officers' total target compensation, including the Chief Executive Officer's compensation, was allocated to performance-based pay in fiscal 2017.2019.

        Fiscal 20172019 Target Compensation

Base Salary

        The Company provides executives with a base salary that is intended to attract and retain the quality of executives needed to lead the Company's 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 Committee reviews base salaries for Named Executive Officers annually and may

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make adjustments based on individual performance, experience, market competitiveness, internal equity and the scope of responsibilities.

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        The base salaries of the Named Executive Officers were generally increased in fiscal 2017.2019. The following table provides annualized base salary information for the Named Executive Officers effective July 1, 20162018 and base salary as of July 1, 20172019 as a percentage of the median market rate for 2017:2019:

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 given to the individual executive's responsibilities and contributions to business results and internal equity. The MIP allows the Board of Directors 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. 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 2017,2019, the target performance level was established by reference to the Company's consolidated annual operating budget. The annual operating budget is developed by management and presented by the CEO and the CFO to the Board of Directors for its review and approval. The bonus target was intended to represent corporate performance which the Board of Directors believed was more likely than not to be achieved based upon management's presentation of the annual operating budget. For fiscal 2017,2019, the Compensation Committee established a target by reference to the Company's net income (loss) as the sole financial goal for MIP payouts.

        The Board of Directors establishes income and performance goals in order the align the interests of management with those of the Company's stockholders. Based upon fiscal 2018's income (loss) before income taxes and 2019's net income, MIP payments in excess of the minimum threshold but less than target were made for each of fiscal years 2018 and 2019.

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        The table below lists the 20172019 MIP incentive awards that could have been earned at the minimum, 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 (loss), as well as actual net income (loss) for fiscal 2017:2019:

        The Board of Directors establishes net income and performance goals in order the align the interests of management with those of the Comapny's stockholders. Based upon fiscal 2017's net income, in accordance with that philosophy, no MIP payments were made for fiscal 2017.

Long-Term Incentives

        Stockholders approved the 2016 Incentive Compensation Plan on March 1, 2016. Grants were made under that plan in fiscal 2017.2019. The plan provides 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 plan and believes awards available under the plan 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 the Company's business results determine the level of long-term compensation. 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 the Company's expensing of equity awards under Financial Accounting Standards Board ASC Topic 718 Compensation—Stock Compensation, were used in fiscal 20162019 to determine the value of stock options.

        The Company currently does not have any formal plan requiring it to grant equity compensation on specified dates. With respect to newly hired or promoted executives, the Company's practice is typically to consider stock equity grants at the first meeting of the Compensation Committee and Board of Directors following such executive's hire date. The recommendations of the Compensation Committee are subsequently submitted to the Board of Directors for approval. The Compensation Committee intendsCompany's policy is to ensure thatissue equity grants at a time when the Company avoids equity grantsis in connectionan "open window" for trading purposes, which customarily occurs two days after the filing of the Company's required reports with the release, or the withholding, of material non-public information,Securities and Exchange Commission, 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.

        The amount of equity compensation is determined by the Committee as part of the total mix of compensation, including base salary, long-term incentive compensation and short-term incentive

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compensation. The Committee uses information provided by its compensation consultant and independently developed by the Committee members 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 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:

•

responsibilities and duties of the relevant officer;



•

individual performance;



•

Company performance;



•

stockholder return;

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•

internal pay equity;



•

individual potential; and



•

retention risk.

        The Committee believes that a combination of performance shares, time-based restricted stock and stock options aligns the executive's interests with those of the stockholders and provides an appropriate balance between long-term stock price appreciation and executive retention. In fiscal 2017,2019, the regular annual equity grants to the NEOs consisted of twenty-fivethirty-three percent (25%(33%) stock options, thirty-fivethirty-three percent (35%(33%) performance shares and fortythirty-three percent (40%(33%) time-based restricted stock.

Clawback Policy

        The Board of Directors has adopted a clawback policy that is consistent with the currently proposed SEC regulations mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The clawback policy provides for recoupment of performance-based executive compensation in the event of an accounting restatement resulting from material 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 performance-based 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.

If needed to comply with the final regulations when issued, the Board of Directors will make changes to that policy.

Anti-Pledging Policyand 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

        On September 23, 2013, the Board of Directors approved stock ownership guidelines applicable to executive officers and members of the Board of Directors, and those guidelines were subsequently updated. The guidelines became effective on January 1, 2014 and established the goal that, within five (5) years from the effective date or date of hiring, promotion or election, executive officers and directors 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 retainer, in the case of board members. The

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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 of Directors, 400% of 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 Company's 2009 Restricted Stock Plan or under the 2016 Incentive Compensation Plan, as applicable, including performance shares at 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 then current market value. The guidelines also require that executive officers and directors retain a certainat all times the required amount of stock (based upon value of shares owned) after first meeting the ownership goal.

Stock Options

        All options granted to the Company's NEOs vest in three equal annual installments on the first, second and third anniversaries of the grant date. The Company currently grants stock option awards under the 2016 Incentive Compensation Plan.

        Under Internal Revenue Code Section 162(m), subject to an exception for qualifying performance-based compensation, Upon departure from the Company, cannot deduct compensationexecutives retain the options; provided that, in the event of over $1.0 milliontermination of employment due to death, disability (as defined in annual compensation paid to certain executive officers. Options granted pursuant to the Company's option plans2016 Plan) or retirement (as defined in the 2016 Plan), the options remain exercisable for five years following the date of the event; in the case of termination for cause (as defined in the 2016 Plan), the options are intended to qualify as qualifying performance-based compensation exempt from this deduction limitation.forfeited and no longer exercisable; and in the case of termination of employment for any reason other than those noted above, the options remain exercisable for a period of, in the case of the CEO, six months following the date of termination, or in the case of any other NEO, ninety days following the date of termination

        The Compensation Committee granted stock options to the management team, including the Named Executive Officers, in November 2016.2018 and in May 2019. The Compensation Committee believes that the stock

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options, in conjunction with the other elements of compensation described herein, align management's interests with those of the stockholders and will provide no return whatsoever if stockholders do not also realize gains. 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 $11.47$10.61 for the November 20162018 grant and an average of $7.93 for the May 2019 grant using a fair value methodology. The Compensation Committee then set a total pool of options for grant to all executive officers of approximately $0.5 million.$0.8 million for the November 2018 grant and $1.2 million for the May 2019 grant.

        The May 2019 stock option grant was a one-time award designed to promote retention of the Company's senior management and incentives to implement a comprehensive plan of operational improvement throughout the Company. The stock prices for the May 2019 equity grant were set at multiple points equal to ten percent or twenty percent higher than the fair market value per share as of the close of trading on the business day immediately preceding the date of grant in order to ensure that senior management benefited only if the Company's stock price increased appreciably beyond its then current level.

Restricted Stock and Performance Shares

        Grants of restricted stock and performance shares vest in accordance with the terms and conditions established by the Compensation Committee. In fiscal 2017,2019, the Compensation Committee set restrictions on the vesting of the performance share grants based on the achievement of specific performance goals, while vesting of the restricted stock grants is time-based.

        Restricted stock and performance share grants are subject to forfeiture if employment or service terminates prior to the end of the vesting period or, in the case of performance shares, if performance goals are not met. The Company assesses, on an ongoing basis, the probability of whether performance

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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 the Company's common stock on the trading day before the grant date. The plan provides for the adjustment of the number of shares covered by an outstanding grant and the maximum number of shares for which restricted stock 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.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.

2016 2017 Fiscal Year Grants

        On November 24, 2015,22, 2016, executives, including the Named Executive Officers (other than Mr. Shor who was not then an NEO), were granted time-based restricted stock. Two types of restricted shares were granted: those with performance-based vesting and those with time-based vesting. For the grant of performance-based restricted shares, the Compensation Committee established a three-year net income performance goal for the period of October 1, 2015 through September 30, 2018, which will dictate whether those restricted shares will vest or be forfeited. The performance-based shares will vest in equal installments on the first, second and third anniversaries of the grant date provided that (a) the recipient is still an employee of the Company on such date, and (b) the Company has met annual net income performance goals set by the Company's Compensation Committee, provided that, if the Company has exceeded the total net income performance goal for the three year period, restricted shares that did not vest due to the Company's failure to meet the annual net income performance goals may vest at the end of such three year period. The restricted shares that were subject to time-based vesting will vest on the third anniversary of the date of grant. Participants must be employees at the end of the performance period or the specified time period for time-based restricted stock to receive a payout, except in the event of death, disability or a change in control.

2017 The time-based restricted shares vested on the third anniversary of the date of grant. The number of shares and value of restricted stock as of September 30, 2019 is listed in the Outstanding Equity Awards at Fiscal Year GrantsEnd table on page 34. The fiscal 2017 expense related to restricted stock grants to Named Executive Officers is listed in the Summary Compensation Table on page 31.

        On November 22, 2016, executives, including the Named Executive Officers (other than Mr. Shor who was not then an NEO), were granted a target amount of Performance Share awards. The actual number of shares that will ultimately be earned as well as the number of shares that will be distributed in settling those Performance Shares, is determined at the end of a three-year Performance Period and depends on the calculated Total Shareholder Return ("TSR") of the Company at the end of the Performance Period as compared to the TSR of a peer group of nine companies. The total shares earned and distributed can range from 0% to 200% of the target amount granted. Participants must 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.

        Relative TSR compares the results of investing in common stock of the Company versus the stock of other companies in the TSR Peer Group considering both the appreciation or 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 TSR Peer Group for the 2017 performance awards (the "TSR Peer Group) was comprised of the following nine companies:

        For fiscal 2017, the TSR achieved by Haynes was below the threshold performance level of the Peer Group thirtieth percentile, and, as a result, all of the 2017 performance shares were forfeited.

        On November 22, 2016, executives, including the Named Executive Officers (other than Mr. Shor who was not then an NEO), were granted stock options that expire after ten years. The options vest 33¹/3% per year over three years from the date of grant.

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2018 Fiscal Year Grants

        On November 21, 2017, executives, including the Named Executive Officers (other than Mr. Shor who was not then an NEO), were granted 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 change in control.

        On November 21, 2017, executives, including the Named Executive Officers (other than Mr. Shor who was not then an NEO), were also granted awards of a target amount of performance shares. 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 performance shares, are determined at the end of a three-year performance period starting on October 1, 2017 and ending on September 30, 2020 based on the relative total shareholder return (TSR) of the Company compared to the TSR Peer Group. The total number of performance shares earned and shares of common stock distributed can range from 0% to 200% of the target amount of performance shares granted. Participants must 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.

        On November 21, 2017, executives, including the Named Executive Officers (other than Mr. Shor who was not then an NEO), were granted stock options that expire after ten years. The options vest 33¹/3% per year over three years from the date of grant.

2019 Fiscal Year Grants

        On November 21, 2018, executives, including the Named Executive Officers, were granted time-based restricted stock. The number of shares and value of restricted stock as of September 30, 20172019, is listed in the Outstanding Equity Awards at Fiscal Year End table on page 30.34. Participants must be employees at the end of the three year vesting period to receive a payout,have continuing rights to the awarded stock, except in the event of death, disability or a change in control.

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        On November 22, 2016,21, 2018, executives, including the Named Executive Officers, were also granted awards of a target amount of performance shares. 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 performance shares, will not beare determined untilat the end of a three-year performance period starting on October 1, 20162018 and ending on September 30, 20192021, based on the relative total shareholder return (TSR) of the Company compared to the TSR Peer Group. The total number of performance shares earned and shares of common stock distributed can range from 0% to 200% of the target amount of performance shares granted. Please refer to the Grants of Plan Based Awards Table for information regarding the target and maximum number of shares that may be distributed under the 2017 grant. Participants must 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 fiscal 2014, 2015 and 2016, equity grants to the Company's executives, including those executives listed as NEOs for such periods, including restricted stock grants the vesting of which was subject to the achievement of relevant performance parameters. No such awards vested based on fiscal 2017 results.

        Relative TSR compares the results of investing in common stock of the Company versus the stock of other companies in the TSR Peer Group considering both the appreciation or 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 2016-20192018-2021 performance period is determined as follows.follows:

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        On November 21, 2018 and May 28, 2019, executives, including the Named Executive Officers, were granted stock options that expire after ten years. The TSR Peer Group foroptions vest 33¹/3% per year over three years from the 2016 performance awards is compriseddate of grant. The number of options and exercise prices are listed in the following 10 companies:"Grants of Plan-Based Awards Table" on page 33.

Benefits

        The Named Executive Officers are eligible for the same level and offering of benefits made available to other employees, including the Company's 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. The Company pays premiums for life insurance for each of the Named Executive Officers. The Company's benefits are designed to be competitive with other employers in the central/northern Indiana region to enable it to compete for and retain employees.

        In addition, the Company maintains the Haynes International, Inc. Pension Plan, a defined benefit pension plan for the benefit of certain eligible domestic employees, including certain of the Named Executive Officers who were hired prior to December 31, 2005. As of December 31, 2005, the Pension

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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.

Perquisites

        The Company provides limited perquisites to certain executives. These arrangements are primarily intended to increase the efficiency of an executive by allowing him or her to focus on business issues and to provide business and community development opportunities. In fiscal 2017,2019, these perquisites consisted of taxable automobile usage and country club memberships for Messrs. Comerford, Ishwar and Losch. Mr. Ishwar's country club membership was canceled in August of 2019. In fiscal 2017,2019, no single perquisite exceeded $10,000 per person. The Company provides limited perquisites to certain executives. These arrangements are primarily intended to increase the efficiency of an executive by allowing him or her to focus on business issues and to provide business and community development opportunities. In fiscal 2019, these perquisites consisted of taxable automobile usage and country club memberships for Messrs. Ishwar and Losch. Mr. Ishwar's country club membership was canceled in August of 2019. In fiscal 2019, no single perquisite exceeded $10,000 per person. In fiscal 2020, the Compensation Committee voted to eliminate these types of perquisites as of February 1, 2020.

Severance; Change in ControlNon-Qualified Deferred Compensation Plan

        Pursuant to his employment agreement, Mr. Comerford is entitled to compensation under certain circumstances relating to his severance from employment with the Company. In addition, the Company has entered into Termination Benefits Agreements with the Named Executive Officers (other than Mr. Comerford), which provide severance and change in control (CIC) compensation. The Compensation Committee regularly reviews these agreements as well as the list of executives eligible for such an agreement. We believe these agreements serve the best interests of the Company and our shareholders by allowing our executives to exercise sound business judgment without fear of significant economic loss in the event they lose their jobs as a resultapproved implementation of a CIC.non-qualified deferred compensation plan for independent directors and executive officers effective November 20, 2017. The Compensation Committee believes from its experienceplan provides the opportunity to defer current compensation and as advised by its Compensation Consultant that such arrangements are competitive, reasonabletaxes until a future date, and necessary to attractreceive tax deferred investment returns on deferred amounts. The plan allows directors to defer up to 100% of their annual cash retainers and retain key executives. These agreements do not materially affect the Compensation Committee'sup to 100% of their annual compensation determinations.equity grants. The plan allows eligible employees to defer up to 80% of their base salary, up to 100% of MIP and up to 100% of Long Term Incentive awards.

CEO Compensation

        Effective October 1, 2008, Mark M. Comerford was appointed President and CEO of the Company. With the recommendation and approval of the Compensation Committee, theThe Company entered into an interim Employment Agreement with Mr. ComerfordShor on June 1, 2018, which was superseded by an Employment Agreement entered into on September 8, 2008,1, 2018, under which was amended August 6, 2009. The agreement'sMr. Shor agreed to serve as the President and Chief Executive Officer of the Company on a full-time basis for an initial term began at the close of businessending on September 30, 20082020, provided that the initial employment term will automatically extend for additional one-year periods commencing on October 1, 2020 and ended on each

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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 September 30, 2011 but1, 2018 Employment Agreement, Mr. Shor is (a) entitled to receive a base salary at a rate of $580,000 per year, subject to automatic extension for one year periods thereafter assuming mutual consent of the Company and Mr. Comerford. The agreement was extendedadjustment as of October 1, 2017. Pursuant to the agreement as modifiedapproved by the Compensation Committee (b) eligible to receive an annual bonus ranging from 40% to 120% of Mr. Comerford'sShor's base salary for(with the target amount set at 80%), based upon the achievement by the Company of specific performance requirements measured over the Company's fiscal 2017 was $619,000 per year, (94% of the median Comparator Group CEO salary), with bonus targets to beas determined by the Compensation Committee, annually(c) eligible for grants of equity awards under the Company's equity incentive plans in the sole and absolute discretion of the Board and (d) entitled to reimbursement for certain travel and relocation expenses. Mr. Shor is also entitled to participate in the Company's benefit plans and programs provided to Company executives generally, subject to eligibility requirements and other terms and conditions of those plans. In addition, the Company 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. The September 1, 2018 Employment Agreement terminated Mr. Shor's interim Employment Agreement, provided that the equity awards granted to Mr. Shor pursuant to his interim Employment Agreement dated May 29, 2018, remained outstanding on the terms of the relevant award agreements and, to the extent earned, Mr. Shor remained entitled to payment of the MIP bonus provided under the interim agreement. All of the incentive compensation payable pursuant to the September 1, 2018 Employment Agreement is subject to recoupment under the terms of the Company's Clawback Policy.

Tax Implications of the Compensation Committee's Compensation Decisions

        Section 162(m) of the Internal Revenue Code ("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 or atNovember 2, 2017 are considered "grandfathered" and compensation paid under such arrangements will continue to be deductible until the commencementarrangements 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 applicable fiscal year.changes to Section 162(m), the Committee anticipates that a larger portion of future compensation paid to the Company's NEOs 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 its stockholders. Annually, the Compensation Committee reviews all compensation programs and payments, including the tax impact on the Company.

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.Officers in fiscal 2019.

Summary Compensation Table

        The narrative and footnotes below describe the total compensation disclosed in the below Summary Compensation Table for fiscal 2015, 20162017, 2018 and 20172019 to the Named Executive Officers, eachOfficers. For

Table of whom was serving as an executive officer on September 30, 2017, the last day of the Company's fiscal year. For Contents

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 2015, 20162017, 2018 and 2017,2019, including any amounts invested by the Named Executive Officers in the Company's 401(k) plan.

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

        Option Awards—This column represents the compensation expense the Company recognized for financial statement reporting purposes, computed in accordance with Financial Accounting Standards Board ASC Topic 718, with respect to stock options granted in fiscal 2015, 20162017, 2018 and 2017.2019. For options issued in fiscal 2015, 20162017, 2018 and 2017,2019, compensation expense 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 2015, 20162017, 2018 and 20172019 by the Named Executive Officers under the 2015, 20162017, 2018 and 20172019 MIP.

        Change in Pension Value and Nonqualified Deferred Compensation Earnings—This column represents the actuarial increase during fiscal 2015, 20162017, 2018 and 20172019 in the pension value for the Named Executive Officers under the Haynes International, Inc. 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 2015, 20162017, 2018 and 20172019 not reported in previous columns, such as the Company's matching contributions to 401(k) plans, payment of insurance premiums and costs of providing certain perquisites and benefits.

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