Dear Shareholders,

Metallus Inc. invites you to attend its 2024 annual meeting of shareholders at 10 a.m. Eastern time on May 7, 2024. We will consider matters that are important to our company and to you, our investors.

As previously announced and after careful consideration, we recently rebranded TimkenSteel as Metallus (pronounced meh-TAL-us). We believe this exciting change reflects our expertise in high-performance specialty metals and distinguishes us in the marketplace. This positions us for growth beyond carbon steel and comes at an opportune time, following a decade of operating as an independent company.

As we enthusiastically embark on this new chapter, we want to emphasize that our core values and unwavering commitment to safety, quality, collaboration, and the well-being of our employees remain steadfast and unchanged.

Throughout the year, our teams actively pursued our strategic imperatives with a focus on targeted growth markets, specifically aerospace and defense. Our continued profitability was driven by strong aerospace and defense demand coupled with increased base pricing.

We remain committed to delivering value to our shareholders, as demonstrated by progress in our capital allocation strategy which includes strategic reinvestment in our business and our ongoing share repurchase program. In 2023, the company invested $51.6 million in capital expenditures and deployed $51.3 million for shareholder return activities, further reducing diluted shares outstanding.

Safety First remains a core value for Metallus. To reinforce this commitment, we made substantial safety investments of approximately $10 million for equipment and company-wide safety training in 2023. These efforts were reinforced on a daily basis by a sustainable culture of safety within our organization. As a reminder, a significant portion of the annual incentive opportunity for every member of the company’s leadership team is directly tied to the achievement of specific safety metrics.

In addition to safety, our teams continued to make progress in other areas including:

In 2023, Metallus reported net sales of $1.4 billion and recorded net income of $69.4 million, adjusted EBITDA of $169.0 million⁽¹⁾ and operating cash flow of $125.3 million.

We remain on track to achieve our targeted $80 million dollars of profitability improvements expected between 2022 and 2026. To date, we have achieved approximately 75 percent of our targeted profitability improvements with opportunity for further improvement in manufacturing and asset reliability excellence as well as administrative process simplification.

Ward J. “Tim” Timken, Jr.

Chairman, CEO & President

March 15, 2018

Dear Shareholder:

The 2018 Annual Meeting of Shareholders of TimkenSteel Corporation will be held on Thursday, May 3, 2018, at 10:00 a.m. local time at our corporate offices in Canton, Ohio.

At this year’s meeting, you will be asked to consider and act upon three matters, all of which are recommended by your Board of Directors: (1) the election of four Directors; (2) the ratificationIn support of our independent auditor selection; and (3) advisory approvalpay-for-performance philosophy, a substantial majority of the target total direct compensation for our executive officers under our regular, annual compensation program is allocated to variable compensation. The compensation structure for our chief executive officer is weighted even more significantly towards variable and performance-based compensation, with 82 percent of his target total direct compensation designed to be at risk as variable compensation.

As we look forward to the Company’s named executive officers.

Details of these matters are contained in the accompanying Notice of 2018 Annual Meeting of Shareholdersfuture, we will remain centered on safety, customer service and Proxy Statement. Please read the enclosed information carefully before voting your shares. Voting your shares as soon as possible will ensure your representation at the meeting, whether or not you planadvancing our strategic imperatives to attend in person.

Thank youdrive sustainable through-cycle profitability and cash flows. We extend our heartfelt thanks to our employees for yourtheir collaboration and dedication, our valued customers for their unwavering trust, our dedicated suppliers for their steadfast partnership, and our supportive shareholders for their continued trust and support.

Sincerely,

Ron Rice		Mike Williams
Chairman of the Board		President and Chief Executive Officer

Ward J. Timken, Jr.March 12, 2024

Enclosure

Notice of annual meeting

of shareholders

Additional information

To register to attend the virtual annual meeting, please follow these instructions:

Registered Shareholders: If your shares are registered in your name with the company’s transfer agent or you are a participant holding Metallus shares in a 401(k) plan sponsored by Metallus and you wish to attend the virtual meeting, go to www.cesonlineservices.com/mtus24_vm. Please have your proxy card or notice of internet availability containing your 11- digit control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual annual meeting. Requests to register to participate in the virtual annual meeting must be received no later than 10:00 a.m. Eastern time on May 6, 2024.

Beneficial Shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record): Beneficial shareholders who wish to attend the virtual meeting may register by visiting the website www.cesonlineservices.com/mtus24_vm. Please have your voting instruction form, notice or other communication containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual annual meeting. Requests to register to participate in the virtual annual meeting must be received no later than 10:00 a.m. Eastern time on May 6, 2024.

If you do not register in advance following the instructions above, you will not be able to attend the annual meeting. If you need assistance registering, please contact our proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-5834. The annual meeting will begin promptly at 10:00 a.m. Eastern time on May 7, 2024. We encourage you to access the annual meeting prior to the start time. Online access will begin at 9:30 a.m. Eastern time.

The virtual annual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong internet connection wherever they intend to participate in the annual meeting. Participants also should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the annual meeting.

In order to maintain the interactive nature of the virtual meeting, attendees will be able to vote during the annual meeting by clicking on the ‘Shareholder Ballot’ link located under the ‘Meeting Links’ section of the virtual meeting website.

If you wish to submit a question to be addressed at the annual meeting, please do so by submitting your question to MTUSRegister@Proxy-Agent.com in advance of the meeting. Questions will be accepted until 12:00 p.m. Eastern time on May 6, 2024.

Questions submitted by shareholders in accordance with the foregoing instructions and pertinent to the annual meeting will be answered during the annual meeting, subject to time constraints. We will respond to questions relevant to meeting matters that we do not have time to address during the meeting by posting the questions and answers on our investor relations website soon after the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered. Additional information regarding the ability of shareholders to ask questions during the annual meeting, related rules of conduct and other materials for the annual meeting will be available online during the meeting.

Even if you plan on attending the virtual annual meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the annual meeting.

Technical Difficulties: If you experience any technical difficulties during the registration process, please access the ‘FAQ and System Test’ link on the login screen for support. If you experience technical difficulties during the virtual meeting, please access the ‘?’ link on the meeting website for support. In the event of technical difficulties with the virtual annual meeting, we expect that an announcement will be made on www.cesonlineservices.com/mtus24_vm. If necessary, the announcement will provide updated information regarding the date, time and location of the annual meeting. Any updated information regarding the annual meeting will also be posted on our investor relations website at www.metallus.com.

Table of Contents

Although we include references to our website throughout this proxy statement, information contained on or accessible through, including any reports available on, our website is not a part of, and is not incorporated by reference into, this proxy statement or any other report or document we file with the Securities and Exchange Commission (“SEC”). Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only. “Material” or “materiality,” as used in the “Our commitment to sustainability” section, should not be read as equating to any use of the word in our other reporting or filings with the SEC.

No assurance can be given that any plan, objective, initiative, projection, goal, target, mission, commitment, expectation, or prospect set forth in this proxy statement can or will be achieved. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results.

Certain statements set forth in this proxy statement (including our forecasts, beliefs and expectations) that are not historical in nature are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “aspire,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strategic direction,” “strategy,” “target,” “will,” “would,” or other similar words, phrases or expressions that convey the uncertainty of future events or outcomes. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement. We caution readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of us due to a variety of factors, such as:

All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond our control. You are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Further, information included in this proxy statement represents our current policy and intent and is not intended to create legal rights or obligations. Forward-looking and other statements in this presentation regarding our sustainability plans and goals are not an indication that these statements are necessarily material to investors. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

Proxy summary

This summary highlights information contained elsewhere in this proxy statement and contains only a portion of the information you should consider. You should read the entire proxy statement carefully before voting.

Our annual meeting

Item		Proposals		Board vote recommendations		Page #
1		Election of four Class I directors, each to hold office for a three-year term expiring at the 2027 annual meeting, and election of one Class II director to hold office for a one-year term (the remaining term for that class of directors) expiring at the 2025 annual meeting		FOR ALL director nominees		12
2		Ratification of the selection of Ernst & Young LLP as the company’s independent auditor for the fiscal year ending December 31, 2024		FOR		42
3		Approval, on an advisory basis, of the compensation of the company’s named executive officers		FOR		44

1

Director nominees

2

Diverse board skills and composition

Our directors and director nominees possess a broad and diverse mix of executive leadership, strategic, financial, human resources, sustainability and industry experience and skills that enable them to effectively oversee the management of the business and drive strategy that creates long-term, sustainable shareholder value.

The information on this page reflects our current directors and director nominees, with the exception of Diane C. Creel who has announced her intention to retire immediately prior to the 2024 annual meeting.

3

2023 performance

4

Sustainability highlights

At Metallus, our sustainability strategy reflects our vision to harness the enduring power of high-performance metals to make the world a better place. We focus on creating long-term shareholder value by employing sustainable practices. Our commitment to operating responsibly helps ensure we create and maintain a safe and healthy workplace, protect our natural resources and deliver sustainable technologies that contribute to economic growth and prosperity.

With oversight of our sustainability strategy provided by our Board of Directors, we are committed to making progress towards our long-term goals by addressing areas where we can have the most impact. We report on sustainability metrics, including providing disclosures in accordance with the Sustainability Accounting Standards Board (SASB) for our sector and informed by the Task Force on Climate-related Financial Disclosures (TCFD). Our 2023 sustainability update, which we expect to release in April 2024, will also reference Global Reporting Initiative (GRI) standards. We believe regular, transparent communication with stakeholders about key areas of focus and our progress against established goals is pivotal to our success. See “Our commitment to sustainability” for additional information regarding oversight and risk management and the pillars and focus areas of our sustainability program.

		Metallus maintains ISO 14001(1) certifications for all of its domestic facilities that produce or process steel.						Metallus completed its 6th consecutive year of consuming less raw water than the prior year .
		Metallus’ Greenhouse Gas Emissions are consistently less than half of the global industry average.(2)						943 thousand tons of recycled scrap were melted in Metallus’ electric arc furnaces in 2023.

5

The company’s 2030 targets for greenhouse gas (GHG) emissions, energy consumption and fresh water withdrawn are based on an absolute or total reduction in the amount of GHG emissions, energy consumption and fresh water withdrawn as compared to a 2018 baseline. In contrast, the company’s waste-to-landfill target is based on an intensity or percentage reduction of waste-to-landfill per ton of steel shipped as compared to a 2018 baseline. All 2030 targets are based on the company’s operating assets as of 2018 and do not account for any future inorganic growth or other expansion of its facilities or operating assets, for which an adjustment to the absolute reduction may be required. The company selected 2018 as the baseline year as it aligns with the baseline used in the company’s Sustainability Accounting Standards Board (SASB) disclosure. Following the publication of steel sector guidance and standards in 2023 by the Global Steel Climate Council (GSCC), the company has evaluated its existing goals and performance. The company intends to submit a science-based target aligned with the GSCC’s Steel Climate Standard for validation by an accredited third-party organization, which may result in refreshed environmental goals.

The company’s 2030 targets are supported by projects across the company’s manufacturing, supply chain and corporate operations and, in 2021, the indefinite idling of the company’s Harrison melt and casting assets contributed to the reduction in greenhouse gas emissions. We have allocated approximately $3 million of capital expenditures per year through 2030 to achieve our long-term sustainability goals, including safety- and environmental-related projects. In 2023, actual capital expenditure spend was approximately $4 million related to these initiatives, which primarily related to safety projects.

		Social Commitment – Our social commitment begins with protecting the health and safety of our employees, customers and suppliers, and extends to fostering an inclusive environment in which our differences are celebrated, and where everyone has the opportunity to grow and achieve their full potential. We are also inspired to make a positive impact in the communities where we live and work.

6

Our employees are critical to our success and are the reason we are able to execute at a high level. We believe a continuous focus on company culture and employee engagement will help us provide high quality products to our customers. In 2023, we conducted quarterly surveys to gather insight into the level of employee engagement at Metallus and other factors that contribute to a successful workplace. These surveys help to ensure we are continuously listening to our employees and measuring our progress. We regularly communicate with our employees regarding survey results and actions being taken in response.

		Governance and ethics – We promote the long-term interests of shareholders and build public trust through good governance practices. This includes oversight of the sustainability strategy by our Board of Directors, which receives regular updates from senior leadership and reviews sustainability-related risks and opportunities annually. We are committed to operating in accordance with the highest standards of ethics and integrity and maintaining robust programs focused on compliance.

7

Aligning pay with performance

Our compensation objectives and philosophy

At Metallus, our executive compensation program is designed to align our executives’ interests with those of our shareholders; to reward leaders for strong business results; and to attract, retain and motivate the best talent in the industry.

Our executive compensation philosophy embodies the following principles:

✓ Recognizes people are our strongest asset

✓ Rewards results linked to short- and long-term performance (pay-for-performance)

✓ Positions pay affordably and competitively in the marketplace

✓ Drives a focus on increasing shareholder value

8

2023 target pay mix

In support of our pay-for-performance philosophy, a substantial majority of the target total direct compensation for our named executive officers (“NEOs”) under our regular, annual compensation program is allocated to variable compensation. The compensation structure for Mr. Williams is weighted even more significantly towards variable and performance-based compensation, with 82 percent of his target total direct compensation designed to be at risk as variable compensation. The pie charts below show, for our CEO and, on average, our other NEOs, the mix of aggregate compensation at target for 2023 under our regular, annual compensation program (excluding awards made under the Transformation Incentive Grant program discussed below).

Special Transformation Incentive Grant program

To support retention of key leadership as we continue to implement the company’s ongoing, multi-year business transformation and growth strategies, on December 15, 2023, the Board of Directors approved a Transformation Incentive Grant program. Under this program, certain key leaders, including each of the named executive officers, were granted performance-based restricted stock units to further align executive compensation with the investment interests of the company’s shareholders by motivating and rewarding management initiative and action to the extent they help create substantial additional shareholder value. By way of example, based on the closing price of $22.49 per share on December 15, 2023, the date the Board approved the Transformation Incentive Grant program, the share price would have to increase by approximately 55 percent before any payout may be earned, and by more than 75 percent before a target payout may be earned, by the NEOs. In general, the Transformation Incentive Grant performance shares for the NEOs are designed to be earned from 0 percent to 200 percent of target levels depending on the degree to which the closing price performance of the company’s common shares satisfies up to seven specific average per share closing price goals (achieved if the goal price is met or exceeded by the 20-trading-day average closing price for each trading day in any 20-consecutive trading-day period) during a performance period running from December 1, 2023 through December 31, 2026. To further enhance retention incentives and promote alignment with shareholder interests, the shares earned, if any, will then pay out in two equal installments in early 2027 and 2028, generally conditioned on continued employment with the company until the applicable vesting date.

Due to the design of the Transformation Incentive Grant program, the Committee believes that these performance shares will drive management engagement on transformative initiatives and provide important incentives to the company’s key leaders to creatively and consistently pursue achievement of our most important and transformational strategic goals, supporting value creation over a meaningful time horizon.

Pay and performance at a glance

We pay for performance, and our incentive compensation plans operated as intended across the organization in 2023. Improved operating performance, strong base pricing and solid market demand, as

9

well as insurance recoveries related to unplanned downtime in the second half of 2022, drove profitability above the target performance objectives for 2023 and supported our 2023 adjusted operating cash flow results which, while below threshold for the first half, exceeded maximum for the second half of the year. This resulted in a mathematically-determined payout percentage (on an unweighted basis) of 145 percent of target on the adjusted EBITDA metric and 100 percent of target on the adjusted operating cash flow metric.

To reinforce the strategic importance of improving the company’s safety culture and performance and drive accountability at the highest levels of the company, safety metrics comprised 20 percent of the 2023 annual incentive opportunity for our NEOs. The safety metrics included typical lagging indicators (comprising 40 percent of the safety metric) for OSHA recordable and lost time incident rates and a leading indicator (comprising 60 percent of the safety metric) for timely completion of corrective actions related to near miss incidents which have the potential to result in a serious injury or fatality (referred to as the PSIF action completion rate). While the company’s OSHA recordable incident rate increased as compared to 2022 and failed to achieve the threshold objective for 2023, the company made significant improvement year over year with respect to lost time incidents, with performance on this metric and the PSIF action completion rate both surpassing the target objectives. Overall, the company’s safety performance in 2023 resulted in a payout percentage (on an unweighted basis) on the safety metric of 118 percent of target.

While a total payout of 126.1 percent of target was earned based on performance against the metrics established for the 2023 annual performance award plan (“APA plan”), the Compensation Committee exercised discretion to reduce the payout for each of the NEOs to 100 percent of target, reflecting the Committee’s view that it was appropriate to include insurance recoveries in the APA calculation but that such recoveries should not drive an above-target payout.

For the performance shares awarded for the 2021-2023 performance cycle, relative total shareholder return for the three-year performance period was achieved at the 100^th percentile, with Metallus delivering a cumulative total shareholder return of approximately 333 percent for the January 1, 2021 — December 31, 2023 performance period and ranking as the top performer among the identified peer group. As such, the Compensation Committee awarded a maximum payout equal to 150 percent of the target number of performance shares awarded for the 2021-2023 performance cycle. The maximum payout earned for the

10

2021-2023 performance cycle, combined with an approximately 272 percent increase in the company’s share price from the March 1, 2021 grant date to the December 31, 2023 conclusion of the performance period, resulted in a total realized payout to participating NEOs (other than Mr. Williams) equal to approximately 408 percent of the target value of the 2021-2023 performance share award. For Mr. Williams, the total realized payout is equal to approximately 680 percent of the target value of the 2021-2023 performance shares awarded to him, as these performance shares were part of Mr. Williams’ inducement grant awarded on January 5, 2021. From that date to the December 31, 2023 conclusion of the performance period, there was an approximately 453 percent increase in the company’s share price.

See “Compensation Discussion and Analysis – Analysis of 2023 compensation” for additional information.

Looking ahead in 2024

In 2023, shareholders approved the compensation of our NEOs with approximately 98 percent of votes cast in favor of our “say-on-pay” proposal. Our Compensation Committee considered the results of this vote, the changes made to executive compensation programs in recent years, shareholder feedback and market data in its annual review of executive compensation plans. Based on this evaluation, for 2024 the Compensation Committee has determined to continue to focus the annual incentive plan on profitability, cash flow generation and safety, and to continue to use relative total shareholder return, measured for the one-, two- and three-year periods within a three-year performance cycle, as the metric for the performance shares awarded under the company’s long term incentive plan.

With respect to the long-term incentive plan, the Committee has determined that all long-term incentive grants made in 2024 will continue to be in the form of performance shares and time-based restricted stock units, with the long-term incentive mix for Mr. Williams remaining approximately 60 percent performance shares and 40 percent time-based restricted stock units, and the long-term incentive mix for the other NEOs remaining approximately 50 percent performance shares and 50 percent time-based restricted stock units.

Finally, in connection with the annual review of the compensation of the company’s President and CEO, in February 2024 the Compensation Committee recommended and the Board approved for Mr. Williams an increase in (i) annual base salary from $835,000 to $875,000 and (ii) the target value of awards under the company’s long-term incentive plan from $3.0 million to $3.25 million annually. The Compensation Committee’s recommendation to increase the base salary for Mr. Williams and the target value of Mr. Williams’ long-term incentive awards was based on a combination of factors, including his exceptional performance as CEO since joining the company in January 2021 and a finding that the current target total direct compensation for Mr. Williams fell below the market median (as compared to peer group compensation data provided by the Committee’s independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”)). There was no increase to the target annual incentive opportunity (as a percentage of base salary) for Mr. Williams for 2024.

11

Proposal 1

Election of directors

The company currently has eleven members on its Board of Directors, divided into three classes for purposes of election, with three-year terms of office ending in successive years. The term of office of the Class I directors expires at the 2024 annual meeting. The Board of Directors has nominated each of Mary Ellen Baker, Jamy P. Rankin, Ronald A. Rice and Michael S. Williams for election as a Class I director at the 2024 annual meeting of shareholders, to serve for a term of three years expiring at the 2027 annual meeting of shareholders or until his or her successor is duly elected and qualified (or until his or her earlier death, resignation or removal). Mses. Baker and Rankin and Messrs. Rice and Williams each currently serves as a director and has agreed to continue serving if elected.

Ms. Rankin was first appointed by the Board to serve as a director in August 2023, upon the recommendation of the Nominating and Corporate Governance Committee. To fill a vacancy on the Board, the Nominating and Corporate Governance Committee facilitated a director search process, during which several candidates were identified and interviewed in a formal evaluation process. Ms. Rankin was identified for consideration as a candidate through the board advisory services provided by Deloitte’s Center for Board Effectiveness. Following the identification of Ms. Rankin as a potential candidate, members of the Board of Directors interviewed her, she completed a questionnaire providing information relating to her experience, background and other factors, and the Nominating and Corporate Governance Committee reviewed her qualifications, conducted further interviews and reference checks and ultimately recommended that she be appointed to the Board. Ms. Rankin will stand for election by shareholders for the first time at the 2024 annual meeting of shareholders.

Diane C. Creel, whose three-year term expires at the 2025 annual meeting, has notified the company of her intention to retire from the Board of Directors immediately prior to the 2024 annual meeting of shareholders, in accordance with the Board’s retirement age policy as set forth in the company’s Corporate Governance Guidelines. The company appreciates the many contributions Ms. Creel has made during her decade of service as a member of the Board of Directors and Chair of the Compensation Committee. To fill the vacancy that will be created upon Ms. Creel’s retirement, the Board of Directors has nominated Melissa M. Miller for election as a Class II director at the 2024 annual meeting of shareholders, to serve for a term of one year (the remaining term for the Class II directors) expiring at the 2025 annual meeting of shareholders or until her successor is duly elected and qualified (or until her earlier death, resignation or removal). Ms. Miller has agreed to stand for election at the 2024 annual meeting of shareholders and to serve as a member of the Board of Directors if elected.

In order to fill the vacancy on the Board of Directors that was anticipated to arise upon Ms. Creel’s retirement, the Nominating and Corporate Governance Committee facilitated a director search process, and several candidates were identified and interviewed in a formal evaluation process. Ms. Miller was identified for consideration as a candidate by an incumbent independent member of the Board. Following the identification of Ms. Miller as a potential candidate, members of the Board of Directors interviewed her and she completed a questionnaire providing information relating to her experience, background and other factors. The Nominating and Corporate Governance Committee reviewed her qualifications, conducted further interviews and a reference check and ultimately recommended that she be nominated for election as a director at the 2024 annual meeting of shareholders.

If any of the nominees is unable to stand for election, the Board of Directors may designate a substitute. Shares represented by proxies may be voted for the substitute but will not be voted for more than five nominees. Directors are elected by a plurality of the votes cast. The five nominees receiving the greatest number of votes will be elected.

12

Pursuant to the majority voting policy of the Board of Directors, as set forth in its Corporate Governance Guidelines, any director who receives a greater number of “withhold” votes than votes “for” his or her election in an uncontested election will submit his or her resignation to the Board of Directors promptly after the certification of the election results. The Nominating and Corporate Governance Committee will consider and provide its recommendation to the Board of Directors regarding, and the Board of Directors will then consider and act upon, the tendered resignation in light of any factors they consider appropriate, including the director’s qualifications and contributions to the Board of Directors, as well as any reasons given by shareholders regarding why they withheld votes from the director. The Board of Directors is required to determine whether to accept or reject the tendered resignation within 90 days following the election and to promptly disclose its decision, as well as the reasons for rejecting any tendered resignation, if applicable.

Holders of Metallus common shares are entitled to cast one vote for each share held on the record date for up to five nominees for director. A shareholder may not cumulate his or her shares in voting for director nominees. For example, a shareholder who owns 100 Metallus common shares may vote 100 shares for each of the five nominees. The shareholder may not, however, vote more than 100 shares for any one nominee, or vote for more than five nominees.

Shares represented by proxy will be voted FOR these nominees unless specified otherwise in the voting instructions.

		Your Board of Directors recommends a vote for these nominees.

13

Our knowledgeable Board of Directors

Our directors and director nominees have diverse skills, qualifications and experiences that enable them to effectively oversee the management of the company’s business affairs. Our directors represent the interests of Metallus’ stakeholders and help to drive strategic decisions for the company’s long-term success.

Mary Ellen Baker

●

●

●

●

●

●

Nicholas J. Chirekos

●

●

●

●

●

Diane C. Creel

●

●

●

●

●

●

●

●

●

●

●

●

Randall H. Edwards

●

●

●

●

●

●

●

Kenneth V. Garcia

●

●

●

●

●

●

●

●

Ellis A. Jones

●

●

●

●

●

●

●

Melissa M. Miller

●

●

●

●

●

●

●

●

Donald T. Misheff

●

●

●

●

●

●

Jamy P. Rankin

●

●

●

●

●

●

●

●

●

●

Ronald A. Rice

●

●

●

●

●

●

●

●

●

●

●

●

Michael S. Williams

●

●

●

●

●

●

●

●

●

●

●

Randall A. Wotring

●

●

●

●

●

●

●

●

●

* With respect to the directors and director nominees listed in the foregoing table as diverse, four identify as women, three identify as Black and one identifies as Hispanic/ Latino.

Biographical information on each of the nominees and a description of his or her qualifications to serve as a director, as well as similar information about the other directors whose terms will continue following the annual meeting, is provided in the pages that follow. All information is as of February 29, 2024, unless otherwise indicated.

As noted previously, Diane C. Creel has notified the company of her intention to retire from the Board of Directors immediately prior to the 2024 annual meeting of shareholders, in accordance with the Board’s retirement age policy as set forth in the company’s Corporate Governance Guidelines.

14

Nominees for election as Class I directors to serve a three-year term expiring at the 2027 annual meeting of shareholders

CEO or chairperson experience

Public company board experience

Financial expertise

Sales/ marketing

Relevant end market expertise

Technology/ cyber/ IT

Human resources/ compensation/ industrial relations

Mergers and acquisitions

Global

Sustainability

Manufacturing operations

Metals industry experience

Diversity

15

Nominee for election as a Class II director to serve a one-year term expiring at the 2025 annual meeting of shareholders

CEO or chairperson experience

Public company board experience

Financial expertise

Sales/ marketing

Relevant end market expertise

Technology/ cyber/ IT

Human resources/ compensation/ industrial relations

Mergers and acquisitions

Global

Sustainability

Manufacturing operations

Metals industry experience

Diversity

16

CEO or chairperson experience

Public company board experience

Financial expertise

Sales/ marketing

Relevant end market expertise

Technology/ cyber/ IT

Human resources/ compensation/ industrial relations

Mergers and acquisitions

Global

Sustainability

Manufacturing operations

Metals industry experience

Diversity

17

CEO or chairperson experience

Public company board experience

Financial expertise

Sales/ marketing

Relevant end market expertise

Technology/ cyber/ IT

Human resources/ compensation/ industrial relations

Mergers and acquisitions

Global

Sustainability

Manufacturing operations

Metals industry experience

Diversity

18

Board of directors information

Meetings and committees

During calendar year 2023, there were five meetings of the Board of Directors. All incumbent directors attended 75 percent or more of the aggregate number of meetings of the Board and its committees on which they served. It is our policy that all members of the Board of Directors serving at the time of the annual meeting of shareholders should attend the annual meeting, and all such directors attended the 2023 annual meeting of shareholders. The independent directors met separately in executive session without management present at least quarterly in conjunction with regularly scheduled meetings of the Board in 2023 and intend to meet separately in executive sessions without management present at least quarterly in conjunction with regularly scheduled meetings of the Board of Directors in 2024 and thereafter.

The standing committees of the Board of Directors consist of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees meets regularly and has a written charter approved by the Board of Directors which is reviewed and reassessed annually. A current copy of each of these charters is available on the company’s website at www.metallus.com. At each regularly scheduled Board meeting, the Chair of each committee reports on any significant matters addressed by the committee since the last regularly-scheduled Board meeting.

19

Audit Committee report

The Audit Committee has reviewed and discussed with management and the company’s independent auditor the audited financial statements contained in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as the critical audit matter addressed in the audit and the relevant financial statement accounts or disclosures that relate to the critical audit matter. The Audit Committee also has discussed with our independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from our independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, has discussed with the independent auditor such auditor’s independence, and has considered the compatibility of any non-audit services with the auditor’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC.

Donald T. Misheff (Chairperson)

Mary Ellen Baker

Nicholas J. Chirekos

Kenneth V. Garcia

Ellis A. Jones

Jamy P. Rankin

20

With the guidance and approval of the Compensation Committee, the company has developed compensation programs for its executive officers that are intended to align the interests of our executives and shareholders; reward executives for sustained, strong business and financial results; and enable us to attract, retain and motivate the best talent.

The agenda for meetings of the Compensation Committee is determined by its chairperson with the assistance of management. The meetings are regularly attended by the President and CEO, the Executive Vice President and Chief Financial Officer, the Executive Vice President, General Counsel and Chief Human Resources Officer, the Senior Director, Human Resources and the Senior Manager, Compensation and Benefits. The Compensation Committee meets in executive session at each of its meetings, and the chairperson reports the Committee’s actions regarding compensation of executive officers to the full Board of Directors. The company’s human resources department supports the Compensation Committee in its duties and the Committee may delegate to the human resources department and to other company personnel certain administrative duties in connection with the company’s compensation programs.

The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of director and executive officer compensation and the sole authority to approve the fees and other retention terms of any compensation consultants. The Committee has selected Meridian to serve as its independent compensation consultant. The Compensation Committee has engaged Meridian to analyze our executive compensation structure and plan designs, to assess whether the compensation program is competitive and supports the Compensation Committee’s goal to align the interests of executive officers with those of shareholders and, from time to time, to review the total compensation of directors. Meridian also provides market data directly to the Compensation Committee, which the Committee references when determining compensation for executive officers. Additional information regarding the Committee’s engagement of Meridian, including a discussion of the Committee’s assessment of the independence of Meridian, is available in the “Compensation discussion and analysis” (“CD&A”) section of this proxy statement under the caption “Determining compensation for 2023 – Role of the compensation consultant: Advising the Compensation Committee.”

Compensation Committee interlocks and insider participation

As noted previously, members of the Compensation Committee currently include Diane C. Creel (chairperson), Randall H. Edwards, Kenneth V. Garcia and Randall A. Wotring.

No director who served as a member of the Compensation Committee during 2023 is, or was during 2023, an officer or employee of the company. Further, no director who served as a member of the Compensation Committee during 2023 was formerly an officer or employee of the company. All directors who served on the Compensation Committee during 2023 were independent as defined in the listing standards of the New York Stock Exchange during their time of service. Additionally, during 2023, no member of the Compensation Committee had a relationship that is required to be disclosed under SEC rules regarding related-party transactions. Finally, no executive officer of the company serves or served on the compensation committee or board of directors of any company where any member of the Compensation Committee or the Metallus Inc. Board of Directors is, or was during 2023, an executive officer.

21

Compensation Committee report

The Compensation Committee has reviewed and discussed with our management the CD&A for the year ended December 31, 2023. Following and based on that review and discussion, the Compensation Committee recommended to our Board of Directors, and our Board approved, the incorporation by reference of the CD&A in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its inclusion in this proxy statement for filing with the SEC.

Diane C. Creel (Chairperson)

Randall H. Edwards

Kenneth V. Garcia

Randall A. Wotring

Director candidates recommended by our shareholders will be considered in accordance with the criteria outlined below. In order for a shareholder to submit a recommendation, the shareholder must deliver a communication by registered mail or in person to the Nominating and Corporate Governance Committee, c/o Metallus Inc., Attn: Secretary, 1835 Dueber Ave. S.W., Canton, Ohio 44706. Such communication should include the proposed candidate’s qualifications, any relationship between the shareholder and the proposed candidate, and any other information that the shareholder would consider useful for the Nominating and Corporate Governance Committee to consider in evaluating such candidate.

A shareholder who wishes to nominate a person for election as a director must provide written notice to the company’s secretary in accordance with the procedures specified in Article I, Sections 13 and 14 of our Code of Regulations. In general, to be timely, the written notice must be received by our secretary at our principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the date on which the company held the preceding year’s annual meeting of shareholders. If the date of the annual meeting of shareholders is scheduled for a date more than 30 days prior to or more than 30 days after the

22

first anniversary of the preceding year’s annual meeting of shareholders, then a shareholder’s notice must be delivered to our secretary at our principal executive offices not later than the close of business on the later of the 90th day prior to the annual meeting of shareholders or the 10th day following the day on which public announcement of the date of the annual meeting of shareholders is first made. The notice must provide certain information required by the Code of Regulations, including but not limited to (a) biographical and share ownership information of the shareholder (and certain affiliates), (b) descriptions of any material interests of the shareholder (and certain affiliates) in the nomination and any arrangements between the shareholder (and certain affiliates) and another person or entity with respect to the nomination, (c) biographical and employment information of each nominee, and (d) a brief description of any arrangement or understanding between each individual proposed as a nominee and any other person pursuant to which the individual was proposed as a nominee.

The Nominating and Corporate Governance Committee has utilized and expects to utilize a variety of sources to identify possible director candidates, including professional associations and Board member recommendations. In recommending candidates, the Nominating and Corporate Governance Committee considers the qualifications of candidates such as business experience and other attributes and skills, including high standards of integrity and ethical behavior, which qualify the candidate to serve as a director of the company in light of the company’s business and structure. The Nominating and Corporate Governance Committee also may consider such other elements as it deems appropriate, consistent with the factors in the company’s Corporate Governance Guidelines, including whether the candidate enhances the diversity of the Board. Such diversity includes professional background and capabilities, knowledge of specific industries and geographic experience, as well as the more traditional diversity concepts of race, gender and national origin. The Nominating and Corporate Governance Committee also is responsible for reviewing the qualifications of, and making recommendations to the Board of Directors regarding, director nominations submitted by our shareholders. The Committee will consider all potential candidates in the same manner regardless of the source of recommendation.

The Nominating and Corporate Governance Committee periodically will review the appropriate size of the Board and plans for director succession. In the event vacancies are anticipated or arise, the Committee will consider potential director candidates. While the Board has not adopted a formal policy, the Committee intends to include diverse candidates among the pool of potential candidates considered when seeking director candidates. As part of this process, the Committee will assess the skills and attributes of our Board as a whole and of each individual director and evaluate whether prospective candidates possess complementary and supplementary skills and attributes that would strengthen our Board.

23

Director compensation

Our non-employee director compensation program is intended to provide fair and competitive compensation and to align the interests of our non-employee directors with the interests of our shareholders. Key features of our non-employee director compensation program include the following:

Our non-employee director compensation program is reviewed periodically by the Compensation Committee and the Board to ensure that director compensation remains appropriate and competitive. In late 2023, the Compensation Committee asked Meridian Compensation Partners (the independent compensation consultant engaged by the Compensation Committee) to conduct a competitive market analysis of the company’s director compensation program relative to the same peer group of companies used by the company for benchmarking executive pay. Meridian’s analysis concluded that the average annual total value of outside director compensation is positioned near median and the structure of the company’s director compensation program is aligned with both peer practices and the broader market. Taking into account Meridian’s analysis and conclusions, the Compensation Committee recommended, and the Board approved, continuing the current compensation program for non-employee directors with no changes for 2024.

The compensation program under which non-employee directors were compensated for their services as directors during 2023 is summarized below.

Cash compensation

Each non-employee director is paid an annual cash retainer for services as a director. For 2023 the annual cash retainer for each non-employee director was set at $90,000.

An additional annual cash retainer of $90,000 was paid to the non-executive Chairman of the Board in 2023. Further, the chairperson of each standing committee of our Board of Directors was paid the following additional annual fees:

Any director also employed by the company is not paid any compensation for serving as a director.

24

Stock compensation

Each non-employee director serving at the time of our annual meeting of shareholders receives a grant of our common shares following the meeting. The common shares are granted as restricted stock units that generally will vest on the first anniversary of the grant date. For 2023, the approximate target value of the grant for each non-employee director was $120,000.

A non-employee director who is first elected to the Board after the date of the annual meeting will receive a grant of restricted stock units at the time of his or her election to the Board. These restricted stock units generally will vest on the first anniversary of the grant date.

The company requires that the common shares granted to a non-employee director be held for as long as the director remains on the Board. In addition, the Compensation Committee of the Board of Directors has adopted stock ownership guidelines that require non-employee directors to own common shares with a value equal to five times the director’s annual cash retainer. The company considers all shares owned by the director, plus unvested restricted stock units, in determining whether the director has met the ownership guidelines. As of February 29, 2024, each of the non-employee directors (except Ms. Baker and Mr. Chirekos, who were appointed as directors in November 2022 and Ms. Rankin who was appointed as a director in August 2023) had achieved his or her ownership requirement.

Compensation deferral

Any non-employee director may elect to defer the receipt of all or a specified portion of his or her cash and/or stock compensation in accordance with the provisions of the company’s Amended and Restated Director Deferred Compensation Plan. Pursuant to the plan, cash fees can be deferred and paid at a future date elected by the director. The deferred amount will be adjusted based on investment crediting options, which include interest earned quarterly at a rate based on the prime rate plus one percent or the total shareholder return of our common shares, with amounts paid in cash either in a lump sum or in installments, as elected by the director. Stock compensation can be deferred to a future date and is payable, in a lump sum or installments, in shares plus an amount representing dividend equivalents, if any dividends are declared during the deferral period.

2023 Director compensation table

The following table provides details of non-employee director compensation in 2023:

25