Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of 2022 Management Incentive Plan

Effective November 23,2021, the Compensation Committee of the Board of Directors of Haynes International, Inc. (the "Company"), approved the fiscal 2022 Management Incentive Plan (the "Plan"). Under the Plan, certain employees of the Company are eligible for cash awards based on Company performance, including, but not limited to, Michael L. Shor, the President and Chief Executive Officer, and the named executive officers who will be included in the Company's Definitive Proxy Statement on Form 14A for the fiscal year ended September 30, 2021, who are Daniel W. Maudlin, Vice President - Finance and Chief Financial Officer; Marlin C. Losch III, Vice President - Sales and Distribution; David L. Strobel, Vice President - Operations and Venkat R. Ishwar, Vice President - Marketing (Messrs. Shor, Maudlin, Losch and Strobel and Dr. Ishwar are herein referred to collectively as the "named executive officers").

The Company has established one measurement standard for the Plan for fiscal 2022. If the Company meets certain specific targets for operating income (the "Operating Income Target") established by the Compensation Committee for fiscal 2022, then each named executive officer is eligible to receive a cash payment under the Plan based upon their respective fiscal 2022 base salaries.

With respect to the operating income target:

· If the Company's performance meets the minimum Operating Income Target then the


   cash payments under the Plan would be 40% of fiscal 2022 base salary for
   Mr. Shor, 32.5% of fiscal 2022 base salary for Mr. Maudlin, 30% of fiscal 2022
   base salary for Messrs. Losch and Strobel, and 25% of fiscal 2022 base salary
   for Dr.  Ishwar.

· If the Company's performance meets the mid-level Operating Income Target then


   the cash payments under the Plan would be 80% of fiscal 2022 base salary for
   Mr. Shor, 65% of fiscal 2022 base salary for Mr. Maudlin, 60% of fiscal 2022
   base salary for Messrs. Losch and Strobel and 50% of fiscal 2022 base salary
   for Dr. Ishwar.

· If the Company's performance meets the maximum Operating Income Target, then


   the cash payments under the Plan would be 120% of fiscal 2022 base salary for
   Mr. Shor, 97.5% of fiscal 2022 base salary for Mr. Maudlin, 90% of fiscal 2022
   base salary for Messrs. Losch and Strobel and 75% of fiscal 2022 base salary
   for Dr. Ishwar.

The Board of Directors has full discretion to eliminate, delay or change any awards or payouts and may choose to pay awards at any level of performance. All payments under the Plan must be approved by the Board of Directors.

In addition, under the Plan, the Committee also granted shares of restricted stock, performance shares and stock options to the named executive officers, with a grant date of November 23, 2021.

Restricted shares were granted subject to time-based vesting. The restricted shares will vest on the third anniversary of the date of grant, provided that the grantee is still employed by the Company on such date, and are also subject to the terms of the Company's 2020 Incentive Compensation Plan. The performance shares will be settled in cash or shares of the Company's common stock on the third anniversary of their grant date, provided that (a) the named executive officer is still employed by the Company and (b) the Company has met at least a threshold relative total shareholder return target (relative to a comparator group of the Company). The number of performance shares earned, if any, will vary based on the Company's percentile of total shareholder return as compared to the comparator group, and the awards are subject to the terms and conditions of the Company's 2020 Incentive Compensation Plan.

The stock options vest in three equal annual installments on the anniversary of the date of grant and are also subject to the terms and conditions of the Company's 2020 Incentive Compensation Plan. The total value of stock options, restricted shares and target performance shares for Mr. Shor was approximately 160% of his fiscal 2022 base salary, for Mr. Maudlin was approximately 90% of his fiscal 2022 base salary, for Messrs. Strobel and Losch was approximately 70% of their respective base salaries for fiscal 2022, for Dr. Ishwar was approximately 35% of his fiscal 2022 base salary.

Grants were made to the named executive officers in the following amounts:





                       Target
Named Executive      Performance       Restricted
Officer                Shares1           Shares         Stock Options
Michael L. Shor             9,130            9,130              17,850
Daniel W. Maudlin           2,530            2,530               4,950
Marlin C. Losch             1,850            1,850               3,620
David L. Strobel            1,850            1,850               3,620
Venkat R. Ishwar              900              900               1,750

1 Represents shares earned if relative total shareholder returns amounts to at least the 50th percentile of the comparator group. Actual shares earned would change within an established range based on performance beginning at the 30thpercentile of the comparator group to top performance within the group.

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