ap-defc14a_20210506.htm

You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Ampco-Pittsburgh Corporation to be held on May 13, 2021, at 10:00 A.M. EST. The 2021 Annual Meeting of Shareholders of Ampco-Pittsburgh Corporation will be held virtually by visiting www.cesonlineservices.com/ap21_vm.

We are pleased to present you with our 2021 Proxy Statement. At the 2021 Annual Meeting, shareholders will vote on the matters set forth in the 2021 Proxy Statement and the accompanying notice of the annual meeting. Your Board of Directors has recommended three highly qualified and experienced nominees for election to the Board of Directors at the 2021 Annual Meeting. Highlights of the detailed information included in the proxy statement can be found in the “Proxy Summary” starting on page 1, and detailed information regarding the director candidates can be found under “Election of Directors (Proposal 1)” starting on page 18. WHITE proxy cards are being solicited on behalf of the Ampco-Pittsburgh Board of Directors.

Your vote will be especially important for our 2021 Annual Meeting. As you may be aware, Crawford United Corporation (together with its affiliates and related parties, “CUC”) has notified Ampco-Pittsburgh that CUC intends to nominate a slate of two nominees for election to the Board of Directors at the meeting in opposition to the nominees recommended by our Board of Directors. You may receive a proxy statement, proxy card and other solicitation materials from CUC. Ampco-Pittsburgh is not responsible for the accuracy of any information provided by or relating to CUC or its nominees contained in solicitation materials filed or disseminated by or on behalf of CUC or any other statements that CUC may make.

We are confident that our slate of Board nominees has the right mix of professional achievement, skills, experiences and reputations that qualify each of our nominees to serve as a shareholder representative overseeing the management of Ampco-Pittsburgh. We are committed to engaging with our shareholders and continuing to respond to shareholder concerns about Ampco-Pittsburgh, and we believe we are in the best position to oversee the execution of our long-term strategic plan to grow and realize shareholder value. The Board unanimously recommends that you vote “FOR” the election of Messrs. Michael I. German, J. Brett McBrayer, and Carl H. Pforzheimer, III.

The Ampco-Pittsburgh Board of Directors does not endorse any CUC nominees and unanimously recommends that you vote FOR the election of each of the nominees proposed by the Board of Directors on your WHITE proxy card. The Board of Directors strongly urges you not to sign or return any proxy card sent to you by CUC. If you have previously submitted a proxy card sent to you by CUC, you can revoke that proxy and vote for our Board of Directors’ nominees and on the other matters to be voted on at the 2021 Annual Meeting by using the enclosed WHITE proxy card or by following the instructions provided on the WHITE proxy card to submit a proxy over the Internet or by telephone or by attending the Annual Meeting and voting your shares during the Annual Meeting.

Whether or not you will attend the virtual meeting, we hope that your shares are represented and voted. In advance of the meeting on May 13, 2021, please cast your vote through the Internet, by telephone or by mail as described in your WHITE proxy card. Instructions on how to vote are found in the section entitled “Questions and Answers Regarding the Annual Meeting—How Do I Cast My Vote” on page 9.

For more information and up-to-date postings, please go to our website, www.ampcopgh.com. If you have any questions or need assistance voting, please contact Morrow Sodali, LLC, our proxy solicitor assisting us in connection with the 2021 Annual Meeting. Shareholders may call toll free at (800) 662-5200. Banks and brokers may call collect at (203) 658-9400.

Notice is hereby given that the Annual Meeting of Shareholders of Ampco-Pittsburgh Corporation (“Ampco” or the “Corporation”) will be held virtually. You will be able to attend the meeting virtually, vote your shares virtually, vote your shares electronically, and submit your questions during the meeting by visiting: www.cesonlineservices.com/ap21_vm and following the instructions on your proxy card. The meeting starts at 10:00 A.M. on Thursday, May 13, 2021 for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. The Board unanimously recommends a vote “FOR” each of the three nominees for director named in the accompanying Proxy Statement and a vote “FOR” each of Proposal 2, 3 and 4 on the enclosed WHITE proxy card.

Only shareholders of record at the close of business on March 9, 2021 are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof. The Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless required by law or the Corporation’s Bylaws, as amended (the “Bylaws”).

All shareholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet site described in the WHITE proxy card or voting instruction form provided to you, (ii) calling the toll-free number in the WHITE proxy card or voting instruction form provided to you, or (iii) completing, signing, dating and returning the enclosed WHITE proxy card promptly in the accompanying envelope, which requires no postage if mailed in the United States, or voting instruction form provided to you. You are urged to complete and submit the WHITE enclosed proxy card, no matter the size of your shareholdings.

If your broker, bank, trustee or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares on the enclosed WHITE proxy card. The proxy is revocable and will not affect your right to vote in person if you attend the Annual Meeting.

Your vote will be especially important at the Annual Meeting. Crawford United Corporation (together with its affiliates and related parties, “CUC”) has notified Ampco that it intends to nominate two candidates to the Board for election as directors at the Annual Meeting. You may receive proxy solicitation materials from CUC, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to CUC or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, CUC or any other statements that CUC or its representatives have made or may otherwise make. Signing, dating and returning any proxy card that CUC, or any of its representatives may send to you, even with instructions to vote “withhold” with respect to CUC’s nominees, will cancel any proxy you may have previously submitted to have your shares voted for the Board’s nominees on a WHITE proxy card. Only your latest proxy card or voting instruction form will be counted. Again, if you have previously submitted a proxy card sent to you by or on behalf of CUC, you can revoke that proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card or voting by Internet or telephone by following the instructions specified on the WHITE proxy card or by voting your shares in person at the Annual Meeting.

The Board, including all of its independent directors, strongly and unanimously recommends that you vote on the WHITE Proxy Card or voting instruction form “FOR” the election of Messrs. Michael I. German, J. Brett McBrayer, and Carl H. Pforzheimer, III.

The nominees of the Board for election as directors of the Corporation are listed in the accompanying Proxy Statement and the WHITE proxy card. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED WHITE PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL AS DESCRIBED ON THE WHITE PROXY CARD. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED WHITE PROXY CARD PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL OWNER WHO OBTAINS A “LEGAL” PROXY FROM YOUR BROKER, BANK, TRUSTEE OR OTHER NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES.

If you are unable to attend the Annual Meeting, a replay of the meeting will be available on www.ampcopittsburgh.com/investors.

Regardless of the number of shares of Common Stock of the Corporation that you own, your vote is important. Thank you for your continued support, interest and investment in Ampco-Pittsburgh Corporation.

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

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of this Proxy Statement or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact the Corporation’s proxy solicitor at the contact listed below:

509 Madison Avenue Suite 1206
New York, New York 10022
Shareholders Call Toll Free: (800) 662-5200
Bands and Brokers Call Collect: (203) 658-9400
Email: AP@investor.morrowsodali.com

The proxy statement and the annual report of the Corporation are available at
http://www.ampcopittsburgh.com/investors

PROXY STATEMENT

Annual Meeting of Shareholders to be held May 13, 2021

This Proxy Statement and the accompanying WHITE proxy card, along with the 2020 Annual Report to Shareholders (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020) is being made available to shareholders on or about April 2, 2021 in connection with the solicitation by the Board of Directors (the “Board”) of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Corporation”) of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually on May 13, 2021 at 10:00 A.M., Eastern Time, at www.cesonlineservices.com/ap21_vm, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. Any shareholder giving such a proxy may revoke it at any time before it is exercised by written notice to the Corporate Secretary of the Corporation at 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, PA 15106, by giving a later dated proxy or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in itself have the effect of revoking the proxy.

As used in this Proxy Statement, the terms “Ampco”, “the Corporation”, “we”, “us”, and “our” refer to Ampco-Pittsburgh Corporation.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting. This Proxy Statement and the related proxy materials were first mailed to shareholders and made available on the internet on or about April 2, 2021.

Annual Meeting of Shareholders


• Time and Date:			10:00 A.M., Eastern Time, May 13, 2021

• Place:			Virtually via: www.cesonlineservices.com/ap21_vm

• Record Date:			March 9, 2021

• Attending the Annual Meeting		To be admitted to the virtual Annual Meeting, you will need the control number provided to you with your proxy voting materials. You do not need to attend the Annual Meeting to vote if you have properly submitted your proxy in advance of the meeting.

• Meeting Agenda		1. Election of three directors; 2. Non-binding, advisory vote to approve the compensation of our named executive officers; 3. Approval of the amendment and restatement of the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan; 4. Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021; and 5. Transaction of such other business as may properly come before the meeting and any adjournment or postponement thereof.

Voting Matters

Proposals		Board Recommendation
Election of Directors		FOR each of the Board's nominees: Messrs. Michael I. German, J. Brett McBrayer, and Carl H. Pforzheimer, III
Non-binding, advisory vote to approve the compensation of our named executive officers		FOR
Approval of the amendment and restatement of the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan		FOR
Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021		FOR

Board Nominees

You are being asked to vote on the election of nominees to serve on the Board, for a term of three years to fill the class of directors whose term expires in 2024. Additional information about the background and experience of the three nominees recommended by the Board can be found beginning on page 20.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES IN PROPOSAL 1 USING THE ENCLOSED PROXY CARD.

THE BOARD URGES YOU NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY CRAWFORD UNITED CORPORATION AND ANY OF ITS AFFILIATES OR RELATED PARTIES (COLLECTIVELY, “CUC”), EVEN AS A PROTEST VOTE, AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED.

Name

Age

Director

Since

Occupation

Experience/

Qualification

Independent

Committee

Assignments

Michael I. German

2014

Chief Executive Officer and President, Corning Natural Gas Holding Corporation

Experience as CEO and Director of a public company

Audit; Nominating and Governance

J. Brett McBrayer

2018

Chief Executive Officer, Ampco-Pittsburgh Corporation

Experience in global industrial businesses and broad executive leadership experience

Executive

Carl H. Pforzheimer, III

1982

Manager of Carl H. Pforzheimer & Co. LLC.

Extensive management experience in the investment banking industry and attendant investment advisory analytical skills gained from such a position; board service; broad leadership experience

Compensation; Nominating and Governance; Executive; Chair of Audit

Corporate Governance Highlights (Page 27)

We are committed to good corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Our corporate governance practices are described in greater detail in the “Corporate Governance” section. Highlights include:

✓

Six out of eight Board members are independent

✓

Separate non-executive Chairman and Chief Executive Officer roles

✓

Independent Audit, Compensation, and Nominating and Governance Committees

✓

Risk oversight by full Board and committees

✓

Regular executive sessions of independent directors

✓

Average Board attendance of 100% during 2020

✓

Nominating and Governance Committee considers director candidates recommended by shareholders on the same basis as internally nominated candidates

✓

Cumulative voting for directors

✓

Regular Board and committee self-evaluations

✓

“Say-on-Pay” votes to be held annually

✓

Policies (i) prohibiting hedging and pledging, (ii) providing for clawbacks in connection with short and long-term incentive plans, (iii) generally prohibiting tax gross-ups of perquisites, and (iv) for protection of whistleblowers

Executive Compensation Program Highlights

Our executive compensation program is designed to attract and retain top talent by enabling the Corporation to compete effectively for the highest quality personnel and to pay for performance by aligning compensation with the achievement of both short-term and long-term financial objectives that build shareholder value.

The 2020 executive compensation program featured a balanced mix of salary and performance-driven annual and long-term incentive award opportunities. In designing our executive compensation program, we have implemented programs and policies that support our commitment to good compensation governance and that create alignment between our executives and our shareholders.

WHAT WE DO

✓

Align CEO pay with corporate performance

✓

Use long-term incentives to link a significant portion of Named Executive Officer pay to corporate performance

✓

Balance short-term and long-term incentives

✓

Cap incentive awards

✓

Authorize the Board to claw back executive compensation

✓

Use an independent compensation consultant

✓

Compare to peer group to ensure competitive compensation opportunities

✓

Multi-year vesting periods for equity awards

✓

Significant portion of compensation “at risk” subject to achievement of performance metrics

✓

Maintain robust stock ownership guidelines

✓

Provide double trigger equity vesting in the event of a change in control

✓

Review tally sheets

✓

Review of our compensation-related risk profile

WHAT WE DON’T DO

Section 280G tax gross-up rights

Option repricing or replacement without shareholder approval

Allow hedging or pledging of our securities

Provide significant perquisites

Additional information about our compensation philosophy and program, including compensation determinations for each of our named executive officers, can be found in the “Executive Compensation Overview” starting on page 38 of this Proxy Statement.

Approval of the Amendment and Restatement of the Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan

We are requesting that the shareholders approve the amendment and restatement of the 2016 Omnibus Incentive Plan. We are amending and restating the 2016 Omnibus Incentive Plan to increase the number of shares available for grant under the plan in order to continue to provide short and long-term equity and performance awards under our Executive Compensation Program described below and further improve our governance structure under this plan.

Ratification of the Appointment of our Independent Registered Public Accounting Firm for 2021

We are requesting that shareholders ratify the appointment of BDO USA, LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The table below shows the fees paid by the Corporation to BDO USA, LLP, the independent public accounting firm for the fiscal year ended December 31, 2020.

	2020
Audit fees(a)	$	589,488
Audit-related fees(b)	$	50,000
Tax fees	$	—
All other fees		—
Total	$	639,488

(a)	Fees for audit services primarily related to the audit of (1) the Corporation’s annual consolidated financial statements and (2) statutory filings for the Corporation’s foreign subsidiaries.

A: The Annual Meeting of Shareholders is being held virtually this year because of the Coronavirus (COVID-19) pandemic and various restrictions related to large gatherings, along with our desire to protect our shareholders, directors and employees.

A: You will be able to attend the meeting virtually, vote your shares electronically, and submit your questions during the question and answer portion of the meeting by visiting www.cesonlineservices.com/ap21_vm and following the instructions on the WHITE proxy card. The meeting starts at 10:00 A.M. Eastern Time on May 13, 2021. To be admitted to the virtual meeting you will need the control number provided to you with your proxy voting materials.

A: We will decide whether to hold the 2022 Annual Meeting of Shareholders virtually, in person, or a combination of both once we weigh the benefits and detriments of virtual and in-person meetings following this year’s annual meeting.

A: As a shareholder, we are providing these proxy materials to you in connection with our solicitation of proxies to be voted at our Annual Meeting of Shareholders, which will take place on May 13, 2021. These materials were first mailed to shareholders on or about April 2, 2021. You are invited to attend the Annual Meeting, and you are requested to vote on the proposals described in this Proxy Statement.

A: We describe each proposal and the Board’s reason for its recommendation with respect to each proposal beginning on pages 18, 37, 58 and 65, and elsewhere in this Proxy Statement.

A: We are not aware of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matter is properly brought before the meeting, your WHITE proxy card will authorize each of Rose Hoover and Melanie Sprowson (together, the “Proxies”) to vote on such matters in their discretion.

A: Yes. Your vote will be particularly important at the Annual Meeting. As you may be aware, the Corporation has received a notice from CUC regarding its intent to nominate a slate comprised of two candidates to the Board for election as directors, (each, a “CUC Nominee” and collectively, the “CUC Nominees”), in opposition to the three nominees recommended by the Board. If elected, the CUC Nominees would not constitute a majority of the Board but may seek to obtain majority control in elections of our other classes of directors in subsequent years.

The Board recommends a vote “FOR” the election of each of the director nominees named in this Proxy Statement on the enclosed WHITE proxy card, and strongly urges you NOT to sign or return any proxy card(s) or voting instruction form(s) that you may receive from CUC. Please be advised that we are not responsible for the accuracy of any information provided by or relating to CUC or any CUC Nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, CUC or any other statements that CUC or its representatives have made or may otherwise make.

To vote “FOR” any of the Board’s nominees, you must complete, sign, date and return the enclosed WHITE proxy card or follow the instructions provided in the WHITE proxy card for submitting a proxy over the Internet or by telephone or vote in person at the Annual Meeting.

If you have previously signed any proxy card sent to you by CUC in respect of the Annual Meeting, you can revoke it by completing, signing, dating and returning the enclosed WHITE proxy card or by following the instructions provided in the WHITE proxy card for submitting a proxy to vote your shares over the Internet or by telephone or voting in person at the Annual Meeting. Completing, signing, dating and returning any proxy card that CUC may send to you, even with instructions to vote “withhold” with respect to the CUC Nominees, will cancel any proxy you may have previously submitted to have your shares voted for the Board’s nominees as only your latest proxy card or voting instruction form will be counted. Beneficial owners whose shares are held in “street name” should follow the voting instructions provided by their bank, broker, trustee or other nominee to ensure that their shares are represented and voted at the Annual Meeting, or to revoke prior voting instructions. The Board urges you to complete, sign, date and return only the enclosed WHITE proxy card.

A: The Board, on behalf of the Corporation, is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the meeting. By completing, signing, dating and returning the WHITE proxy card or voting instruction form, or by transmitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the Proxies to vote your shares of Common Stock at the Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Corporation’s directors, director nominees, and certain executive officers of the Corporation. Such persons are listed in Appendix A to this Proxy Statement.

Additionally, the Corporation has retained Morrow Sodali, LLC, a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited through press releases, investor presentations or other

communications issued by us, postings on our corporate website or other websites or otherwise. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites, if any, listed in this Proxy Statement is part of this Proxy Statement. Such website addresses are intended to be inactive textual references only.

A: CUC has nominated a slate of two individuals for election as directors to the Board at the Annual Meeting. The CUC Nominees have NOT been endorsed by the Board. You may receive proxy solicitation materials from CUC, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to CUC or any CUC Nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, CUC or any other statements that CUC or its representatives have made or may otherwise make.

Our Board is pleased to nominate for election as directors the following three persons — Messrs. Michael I. German, J. Brett McBrayer, and Carl H. Pforzheimer, III — named in this Proxy Statement and on the enclosed WHITE proxy card to serve as directors for term that expires in 2024. We believe our three nominees have the breadth of relevant and diverse experiences, integrity and commitment necessary to continue to grow the Corporation for the benefit of all of the Corporation’s shareholders.

A: The Board has set March 9, 2021 as the Record Date for the Annual Meeting. You are entitled to notice and to vote if you are a shareholder as of the close of business on March 9, 2021. You are entitled to one vote on each proposal for each share of Common Stock you hold on the Record Date, except shareholders have the right to cumulate votes in regard to the election of directors. Your shares may be voted at the Annual Meeting only if you are “present” at the Annual Meeting or your shares are represented by a valid proxy. At the close of business on March 9, 2021, there were 18,821,590 shares of our Common Stock issued and outstanding.

Q: What is the difference between a shareholder of “record” and a “street name” owner?

A: If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares. The Corporation sent the proxy materials directly to you. The WHITE proxy card accompanying this Proxy Statement will provide information regarding how to vote your shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. You are considered to be the beneficial owner of those shares and your shares are said to be held in “street name,” and the proxy materials are being forwarded to you by that organization. Street name owners generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares. If you do not provide that organization specific direction on how to vote, your shares held in the name of that organization may not be voted and will not be considered entitled to vote on any matters to be considered at the Annual Meeting, and as such, will not be considered present at the Annual Meeting. If you own your shares in “street name,” please instruct your bank, broker, trustee or other nominee how to vote your shares using the WHITE voting instruction form provided by your bank, broker, trustee or other nominee so that your vote can be counted. The WHITE voting instruction form provided by your bank, broker, trustee or other nominee may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.

A: The process for voting your shares depends on how your Common Stock is held. Generally, you may hold Common Stock in your name as a “shareholder of record” or in an account with a broker, bank, trust or other nominee (i.e., in “street name”).

If you are a shareholder of record as of the close of business on the Record Date, you may cast your vote using any of the following methods:

If you vote over the Internet, you may incur related ancillary costs, such as telephone and Internet access charges, for which you will be responsible. The telephone and Internet voting facilities for the shareholders of record of all shares will close at 11:59 P.M. Eastern Time on May 12, 2021. The Internet and telephone voting procedures are designed to authenticate shareholders by use of a control number and to allow you to confirm that your instructions have been properly recorded.

You will be able to vote your shares electronically during the Annual Meeting if you attend virtually.

If you vote by Internet or telephone or return your signed WHITE proxy card or voting instruction form, your shares will be voted as you indicate. If you do not indicate how your shares are to be voted on a proposal, your shares will be voted, with respect to that proposal, in accordance with the voting recommendations of the Board of Directors.

If you have any questions or require assistance in submitting a proxy for your shares, please call Morrow Sodali, LLC at (800) 662-5200.

A: Yes. If you are a shareholder of record, you can change your vote or revoke your proxy at any time prior to the voting thereof at the Annual Meeting by:

If your shares are held in a brokerage account in your broker’s name, you should follow the instructions for changing or revoking your vote provided by your broker or nominee. Such shareholders may also vote in person at the Annual Meeting if they obtain a legal proxy from their broker, bank, trust or other nominee which holds their shares in street name.

If you have previously submitted a proxy card sent to you by CUC, you may change your vote by completing and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting over the Internet or by telephone by following the instructions on your WHITE proxy card. Submitting any proxy card sent to you by CUC will revoke votes you have previously made via our WHITE proxy card.

Q: Has the Corporation received notice from one or more shareholders that they are intending to nominate director candidates or bring proposals at the Annual Meeting?

A: Yes. Based on recently available public filings, CUC has indicated beneficial ownership of an aggregate 1,570,887 shares of our Common Stock as of February 1, 2021, including shares of Common Stock underlying 681,999 Warrants, each exercisable to purchase 0.4464 common shares (representing 304,444 shares of Common Stock)¹, representing approximately 8.58% of outstanding Common Stock on such date, and CUC has delivered notice to the Corporation of its intention to nominate two candidates to the Board for election as directors in opposition to the three nominees recommended by the Board for the class of directors whose term ends in 2024.

The Board strongly urges you NOT to sign or return any proxy cards or voting instruction forms that you may receive from CUC, including to vote “withhold” with respect to the CUC Nominees. If you wish to vote pursuant to the recommendation of the Board, you should disregard any proxy card that you receive other than the WHITE proxy card.

A: CUC has nominated a slate of two individuals for election as directors to the Board in opposition to the three nominees proposed by the Board for the class of directors whose term ends in 2024. We expect that you may receive proxy solicitation materials from CUC, including opposition proxy statements and proxy cards. The Board strongly urges you NOT to sign or return any proxy cards or voting instruction forms that you may receive from CUC, including to vote “withhold” with respect to the CUC Nominees. We are not responsible for the accuracy of any information provided by or relating to CUC or the CUC Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, CUC or any other statements that CUC or its representatives have made or may otherwise make. If you have already voted using the proxy card provided by CUC, you have every right to change your vote by completing and returning the enclosed WHITE proxy card or by voting over the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card or voting instruction form or by voting in person at the Annual Meeting. Only the latest proxy you submit will be counted. If you vote “withhold” on the CUC Nominees using the proxy card sent to you by CUC, your vote will not be counted as a vote for any of the director nominees recommended by the Board, but will result in the revocation of any previous vote you may have cast on the WHITE proxy card. If you wish to vote pursuant to the recommendation of the Board, you should disregard any proxy card that you receive other than the WHITE proxy card. If you have any questions or need assistance voting, please call Morrow Sodali, LLC at (800) 662-5200.

A: You have the right to cumulate your votes by distributing a number of votes, determined by multiplying the number of directors to be elected at the Annual Meeting (i.e., three) by the number of your shares as of the close of business on the Record Date, to one individual nominee or among two or more nominees. Unless contrary instructions are provided on the enclosed WHITE proxy card or voting instruction form, the persons named as proxies may cast all of their votes “For” or “Withhold” with respect to the nominees or may allocate the votes among the nominees in accordance with their discretion.

However, you will NOT be permitted to distribute your votes between the candidates recommended by our Board listed on the WHITE proxy card and CUC’s nominees on any proxy card sent to you by CUC. This is because any vote with respect to any of CUC’s nominees on its proxy card will revoke any previous proxy submitted by you, including any previous proxy FOR the Corporation’s nominees. THE BOARD STRONGLY AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS DO NOT RETURN ANY PROXY CARD SENT TO YOU BY CUC, EVEN AS A PROTEST VOTE AGAINST CUC OR ANY OF THE CUC NOMINEES. Your Board strongly and unanimously urges you to DISCARD all proxy cards or other materials sent to you by CUC.

Q: What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?

A: As a shareholder as of the close of business on the Record Date, if you properly complete, sign, date and return a WHITE proxy card or voting instruction form, your shares of Common Stock will be voted as you specify. However, if you are a shareholder of record and you return an executed WHITE proxy card or submit your proxy by telephone or Internet and do not specify how you want your shares voted, the persons named as proxies will vote your shares:

A “broker non-vote” occurs when a broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the shares. If you own your shares beneficially in street name through a broker and do not provide voting instructions to your broker, your shares will be considered to be broker non-votes and will not be counted for establishing the presence of a quorum and will not be voted on any proposal on which your broker does not have discretionary authority to vote.

To the extent that CUC provides a proxy card to shareholders in street name, none of the proposals at the Annual Meeting are considered a discretionary matter. As a result, if you own your shares beneficially in street name through a broker, then we encourage you to provide voting instructions to the broker that holds your shares by carefully following the instructions provided in their notice to you.

A: Holders of at least a majority of the votes that all shareholders are entitled to cast at the Annual Meeting must be represented virtually at the Annual Meeting in order to conduct business. This is called a quorum. If you vote, your shares will be part of the quorum. Abstentions, withheld votes and, in the event that CUC does not provide a proxy card to shareholders in street name, broker non-votes also will be counted in determining whether a quorum exists.

The judge of election will determine whether a quorum is present. At the close of business on March 9, 2021, there were 18,821,590 shares of our Common Stock issued and outstanding. Shares are counted as present at the Annual Meeting if:

If you are a record holder and you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” your shares are counted as present for purposes of determining a quorum if you provide voting instructions to your broker, bank, trustee or other nominee and such broker, bank, trustee or other nominee submits a proxy covering your shares. In the absence of a quorum, the Annual Meeting may be adjourned, from time to time, by vote of the holders of a majority of the shares represented at such meeting (but no other business shall be transacted at such meeting), without any notice if the time and place thereof are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

A: Abstentions will be counted as present at the Annual Meeting for the purpose of determining a quorum. Because each director nominee will require more “FOR” votes than the director nominees who receive the least number of votes in order to be elected, “withhold” votes have no effect on the outcome of Proposal 1. To approve the Say-on-Pay Proposal, Omnibus Plan Proposal and BDO Ratification Proposal, if a quorum is present, the affirmative vote of a majority of the voting power represented at the Annual Meeting is required for approval. As a result, abstention votes will have the same effect as a vote “AGAINST” such matters.

A broker non-vote occurs when the broker is unable to vote on a proposal because the proposal is not routine and the shareholder who owns the shares in “street name” has not provided any voting instructions to the broker on that matter. The rules of the New York Stock Exchange (“NYSE”) apply to brokers that are NYSE members voting on matters being submitted to shareholders at the Annual Meeting. Under the rules of the NYSE, if a proposal is routine, a broker holding shares for an owner in street name may vote on the proposal without voting instructions. Because we are facing a contested election, the NYSE rules governing brokers’ discretionary authority do not permit brokers to exercise discretionary voting power regarding any of the proposals to be voted on at the Annual Meeting. As a result, brokers are not entitled to vote on any of the proposals at the Annual Meeting without receiving voting instructions from the beneficial owners, and thus the underlying shares will not be counted for establishing the presence of a quorum, and will have no effect on the outcome of Proposals 1, 2, 3 or 4. If you do not provide voting instructions to your broker holding shares of Common Stock for you, your shares will not be voted with respect to any proposal. We therefore encourage you to provide voting instructions on a WHITE proxy card or the voting instruction form provided by the broker that holds your shares, in each case by carefully following the instructions provided.

A: ELECTION OF DIRECTORS: Pursuant to our Bylaws, if a quorum is present at the Annual Meeting, with respect to Proposal 1 – “Election of Directors”, directors will be elected by a plurality of the votes cast by shares present in person or by proxy and entitled to vote at the Annual Meeting. “Plurality” means that, among the Board’s nominees and the CUC Nominees, the three nominees who receive the largest number of “FOR” votes of the shares entitled to be voted in the election for directors will be elected, whether or not they received a majority of votes cast. You may vote “FOR” all Board nominees, “WITHHOLD” your vote as to all Board nominees, or “FOR ALL” Board nominees except the specific nominee from whom you “WITHHOLD” your vote. There is no “against” option. Shares voting “withhold” are counted for purposes of determining a quorum. However, if you withhold authority to vote with respect to the election of any or all of the nominees, your shares will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affect the outcome of the election of directors. Brokers do not have discretionary authority to vote on the election of directors. Broker non-votes and “withhold votes” will have no effect on the outcome of Proposal 1.

Say-on-Pay Proposal: The approval of a non-binding, advisory resolution approving the compensation of our named executive officers requires the affirmative vote by the holders of a majority of the voting power represented at the Annual Meeting when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 2, the abstention will have the same effect as an “AGAINST” vote. While the vote on Proposal 2 is advisory, and will not be binding on us or the Board, the Board will review the results of the voting on this proposal and take it into consideration when making future decisions regarding executive compensation as we have done in this and previous years. Broker non-votes will have no effect on the outcome of Proposal 2.

OMNIBUS PLAN Proposal: The approval of the Omnibus Plan Proposal requires the affirmative vote by the holders of a majority of the voting power represented at the Annual Meeting when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 3, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the outcome of Proposal 3.

BDO Ratification Proposal: The ratification of the appointment of BDO requires the affirmative vote by the holders of a majority of the voting power represented at the Annual Meeting when a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN” from voting on Proposal 4, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the outcome of Proposal 4.

Votes will be tabulated by a judge of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

A: We do not expect any other items of business will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a WHITE proxy card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have notice at least by February 6, 2021, which is 90 days before the anniversary date of our 2020 Annual Meeting of Shareholders, and such persons named as proxies intend to vote on any such other matter in accordance with their best judgment.

A: All votes will be tabulated as required by Pennsylvania law, the state of our incorporation, by the independent judge of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the Annual Meeting but not voting and shares represented by proxies that reflect abstentions as to one or more proposals will be counted as present for purposes of determining a quorum. Broker non-votes will not be counted as present for purposes of determining a quorum.

Q: What does it mean if I receive more than one notice from the Corporation or WHITE proxy card or voting instruction form?

A: Because CUC has submitted the nomination of the CUC Nominees to the Board in opposition to the slate proposed by the Board, we may conduct multiple mailings prior to the Annual Meeting to ensure shareholders have our latest proxy information and materials to vote. In that event, we will send you a new WHITE proxy card or voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive more than one set of proxy materials, including multiple WHITE proxy cards, if you hold shares that are registered in more than one account—please vote the WHITE proxy card for every account you own. The latest dated proxy you submit will be counted, and IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT WHITE PROXY CARDS AND DISREGARD ANY PROXY CARD SENT TO YOU BY CUC.

A: Admission to the Annual Meeting is limited to shareholders and their duly appointed proxy holders as of the close of business on the Record Date with proof of ownership of Common Stock. In order to attend the virtual Annual Meeting, you will need the control number provided to you with your proxy voting materials. The virtual meeting will begin at 10:00 A.M. Eastern Time at the following link: www.cesonlineservices.com/ap21_vm.

If you wish to vote the shares you own beneficially during the meeting, you must first obtain a “legal proxy” from your broker or custodian. If you choose not to provide instructions or a legal proxy, your shares are referred to as “uninstructed shares.” Your broker or custodian will not have the discretion to vote these shares on your behalf at the Annual Meeting.

You are encouraged to vote using the instructions on the WHITE proxy card to have your shares voted regardless of whether or not you plan to attend the Annual Meeting. Your vote is very important. Please vote using the instructions on the WHITE proxy card even if you plan to attend the Annual Meeting.

A: We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the WHITE proxy card, the Notice of Annual Meeting and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Corporation will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. No additional compensation will be paid to our directors, officers or staff members for such services. We have retained Morrow Sodali, LLC to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Morrow Sodali, LLC up to $125,000, plus reasonable out-of-pocket expenses for proxy solicitation services. Morrow Sodali, LLC expects that approximately 35 of its employees will assist in the solicitation.

Our aggregate expenses, including legal fees for attorneys, accountants, public relations and other advisors, printing, advertising, postage, transportation, litigation and other costs incidental to the solicitation, but excluding (i) costs normally expended for a solicitation for an election of directors in the absence of a proxy contest and (ii) costs represented by salaries and wages of Corporation employees and officers, are expected to be approximately $250,000, of which $65,000 has been incurred as of the date of this Proxy Statement.

Appendix A sets forth information relating to our directors, director nominees, as well as certain of our officers who are considered “participants” in our solicitation under the rules of the Securities and Exchange Commission (the “SEC”) by reason of their position as directors and director nominees of the Corporation or because they may be soliciting proxies on our behalf.

A: None of the applicable Pennsylvania law, the Articles of Incorporation nor our Bylaws provide for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

A: The Corporation’s 2020 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC, accompanies this Proxy Statement. Copies of the exhibits to the 2020 Annual Report on Form 10-K will be provided upon written request to Ampco-Pittsburgh Corporation “c/o Corporate Secretary” at 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, PA 15106, free of charge. Copies of the 2020 Annual Report on Form 10-K and exhibits may also be downloaded at no cost from the SEC’s website at www.sec.gov. The 2020 Annual Report on Form 10-K does not form any part of the material for soliciting proxies.

A: We plan to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting.

A: Morrow Sodali, LLC is assisting us with our effort to solicit proxies. If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of this Proxy Statement or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact Morrow Sodali, LLC:

MORROW SODALI, LLC
509 Madison Avenue Suite 1206
New York, New York 10022
Shareholders Call Toll Free: (800) 662-5200
Bands and Brokers Call Collect: (203) 658-9400
Email: AP@investor.morrowsodali.com

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, AND “FOR” PROPOSAL 4, USING THE ENCLOSED WHITE PROXY CARD OR VOTING INSTRUCTION FORM.

THE BOARD URGES YOU NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY CUC EVEN AS A PROTEST VOTE, AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED.

On November 18, 2019, CUC’s Chief Executive Officer, Brian Powers, called our Chief Financial Officer, Michael G McAuley, to gauge our interest in divesting any assets, specifically related to CUC’s Air Enterprises business.

On June 26, 2020, Mr. Powers, called Mr. McAuley, to communicate CUC’s interest in further exploring opportunities involving CUC’s Air Enterprises business and our Air and Liquid Processing segment, including potential opportunities that could involve a purchase or sale of businesses by either party.

On June 26, 2020, we filed a Registration Statement on Form S-1 for a proposed rights offering to our shareholders, pursuant to which holders of our Common Stock would be entitled to purchase units consisting of Common Stock and a Series A warrant to purchase additional Common Stock (the “Rights Offering”).

On July 10, 2020, Mr. Powers sent a letter on behalf of CUC, addressed to Mr. McAuley on our behalf, reiterating the message contained in the June 26, 2020 phone call.

On July 21, 2020, we filed Amendment No. 1 to the Registration Statement on Form S-1 related to the Rights Offering, which was made to the holders of our Common Stock as of the record date of 5:00 p.m. (Eastern time) on August 17, 2020.

On August 13, 2020, we filed Amendment No. 2 to the Registration Statement on Form S-1 related to the Rights Offering, pursuant to which the holders of our Common Stock as of the record date of 5:00 p.m. (Eastern time) on August 17, 2020 were entitled to purchase up to 12,800,795 units at a subscription price of $1.5624, consisting of 0.4464 shares of Common Stock and a Series A warrant exercisable to acquire 0.4464 shares of Common Stock at an exercise price of $2.5668). Subscription rights were only exercisable in aggregate for whole numbers of units. Only whole numbers of shares of Common Stock and Series A warrants exercisable for whole numbers of shares were issuable to shareholders in the Rights Offering. The Registration Statement was declared effective at 4:15 p.m. Eastern time on August 13, 2020.

On August 13, 2020, Ambassador Edward F. Crawford, individually and as trustee of the 2006 Irrevocable Trust of Laura W. Van Loan for the Benefit of Mary M. Crawford (the “Van Loan Trust”), filed a Schedule 13D with the SEC disclosing its beneficial ownership of approximately 5.33% of our then outstanding Common Stock.

On August 17, 2020, we filed a final prospectus with the SEC pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended.

On September 17, 2020, we announced that the Rights Offering was 93% subscribed and we would extend the expiration of the Rights Offering for two business days or until Friday, September 18, 2020.

On September 18, 2020, we closed the Rights Offering, pursuant to which we sold approximately 12.3 million units and raised gross proceeds of approximately $19.3 million, excluding any proceeds that may be received by us from future exercises of the Series A warrants.

On October 1, 2020, Ambassador Crawford, individually and as trustee of the Van Loan Trust, filed with the SEC Amendment No. 1 to the previously filed Schedule 13D, to reflect the formation of a group with CUC (collectively, the “CUC Group”). Amendment No. 1 to the Schedule 13D further disclosed that the Van Loan Trust exercised 681,999 units in the Rights Offering, pursuant to which it acquired 304,444 shares of our Common Stock and Series A warrants to purchase an aggregate of 681,999 shares of our Common Stock.² In addition, Amendment No. 1 to Schedule 13D disclosed that the CUC Group beneficially owned 10.26% of the outstanding shares of our Common Stock.³

On January 11, 2021, Mr. Powers submitted a request by certified mail and e-mail for our form of director nominee questionnaire and written representation required by our Amended and Restated By-Laws, to be submitted by CUC with respect to the nomination of Ambassador Crawford and Mr. John D. Grampa, the CUC Nominees. We subsequently provided to CUC the director nominee questionnaire and instructions with respect to the written representation.

On February 1, 2021, CUC delivered a notice by certified mail and e-mail, nominating the CUC Nominees for election to the Board at the Annual Meeting. The CUC Group also filed Amendment No. 2 to its Schedule 13D to, among other things, announce that CUC nominated the CUC Nominees for election at the Annual Meeting with respect to the two non-executive board members whose terms expire in 2021.

On February 4, 2021, Ambassador Crawford returned a call from our Chief Executive Officer, J. Brett McBrayer to Mr. Powers, during which Ambassador Crawford expressed his desire to seat the CUC Nominees on our Board of Directors and explore a transaction between us and CUC. Mr. McBrayer offered to discuss Ambassador Crawford’s requested with the Chairman of our Board of Directors, James J. Abel.

On February 5, 2021, Mr. McBrayer called Ambassador Crawford to inform him that Ambassador Crawford’s desires as expressed on the February 4^th phone call would be presented to our Board of Directors at its next meeting scheduled for February 10, 2021.

On February 8, 2021, Ambassador Crawford called Mr. McBrayer to advise that an e-mail summarizing his desires for the Board’s consideration would be forthcoming. CUC delivered a letter later on such day, relaying certain matters, which in CUC’s view, would benefit our stakeholders and the stakeholders of CUC, including CUC purchasing our entire Air & Liquid Processing segment, CUC purchasing only the Aerofin coil business, or CUC selling its Commercial Air Handling segment to us. In addition, CUC requested that we support the election of the CUC Nominees to our Board of Directors.

On February 10, 2021, our Board of Directors and Nominating and Governance Committee met to, among other things, review CUC’s ideas as expressed in the February 8^th letter and also consider each candidate for nomination by our Board of Directors, Messrs. German, McBrayer and Pforzheimer, and each of the CUC Nominees. Following a review of each candidate’s qualifications in accordance with our Corporate Governance Guidelines and other governance documents, our Board, pursuant to the recommendation of our Nominating and Governance Committee, nominated each of Messrs. German, McBrayer and Pforzheimer to our Board of Directors for election to the class of directors whose term ends in 2024. Our Board also instructed Mr. McBrayer to seek additional information regarding CUC’s ideas.

On February 13, 2021, Mr. McBrayer called Ambassador Crawford and notified him that our Board of Directors had decided not to include the CUC Nominees as nominees for election at the Annual Meeting. In addition, Mr. McBrayer sought to set a meeting for us to obtain further information regarding CUC’s ideas concerning possible transactions between us and CUC. Ambassador Crawford did not pursue such a meeting.

On February 18, 2021, Mr. McBrayer sent an e-mail to Mr. Powers confirming that our Board of Directors declined to nominate the CUC Nominees to our Board. We also requested that CUC withdraw its nomination of the CUC Nominees. A copy of the letter was also sent via certified mail.

On February 19, 2021, CUC’s outside legal counsel called our outside legal counsel regarding Mr. McBrayer’s February 18 e-mail. Mr. Powers called Mr. McBrayer requesting additional time to respond to the February 18 e-mail and advised that CUC was not seeking a proxy contest. We accommodated such request, providing CUC until February 26, 2021 to withdraw its nominations.

On February 26, 2021, following a conversation between CUC’s outside legal counsel and our outside legal counsel, Mr. Powers sent an e-mail to Mr. McBrayer expressing CUC’s disappointment that the CUC Nominees were not nominated and belief that there are considerable opportunities for us and CUC to work together.

On March 2, 2021, our outside legal counsel and outside legal counsel for CUC had a call regarding CUC’s February 26^th e-mail and on March 3, 2021, CUC’s outside legal counsel advised that CUC did not have anything additional to add to their most recent communication to us, which we have reasonably taken to mean that CUC would not formally withdraw its nominees for the Annual Meeting.

On March 11, 2021, our outside legal counsel e-mailed CUC’s outside legal counsel, advising that we intend to file this Proxy Statement preliminarily with the SEC on March 12, 2021 and reiterating our request for CUC to withdraw its nominations. On March 12, 2021, CUC’s outside legal counsel confirmed to our outside legal counsel that CUC has not made a determination to withdraw its nominations.

OUR BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM CUC, EVEN TO VOTE “WITHHOLD” WITH RESPECT TO CUC’S NOMINEES, AS DOING SO WILL CANCEL ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED TO HAVE YOUR SHARES VOTED FOR THE BOARD’S NOMINEES ON A WHITE PROXY CARD SINCE ONLY YOUR LATEST PROXY CARD OR VOTING INSTRUCTION FORM WILL BE COUNTED.

As of the date of this Proxy Statement, Ampco’s Board of Directors comprises eight members divided into three classes. Directors are elected for three-year terms. The terms for each class end in successive years. The Board of Directors, upon the recommendation of the Nominating and Governance Committee, has nominated three incumbent directors, Messrs. Michael I. German, J. Brett McBrayer and Carl H. Pforzheimer, III, to stand for reelection to the Board for a three-year term expiring in 2024.

CUC has notified the Corporation of its intent to nominate a slate of two nominees for election to the Board of Directors at the Annual Meeting. The Nominating and Governance Committee reviewed the director nominees proposed by CUC and determined not to recommend the CUC Nominees and to instead recommend the Board’s nominees in light of their backgrounds, career experiences and qualifications, as well as their respective contributions to the Board’s mix of skills and experiences.

You may receive a proxy statement, proxy card and other solicitation materials from CUC. The Ampco Board of Directors does not endorse any of the CUC Nominees and unanimously recommends that you vote FOR the election of each of the nominees proposed by the Board of Directors on the WHITE proxy card. Our Board of Directors strongly urges you not to sign or return any proxy card sent to you by CUC. Please note that voting to “withhold” with respect to any of the CUC Nominees on a proxy card sent to you by CUC is not the same as voting for your Board’s nominees because a vote to “withhold” with respect to any of the CUC Nominees on its proxy card will revoke any WHITE proxy you may have previously submitted. To support the Board of Directors’ nominees, you should vote FOR the Board’s nominees on the WHITE proxy card and disregard, and not return, any proxy card sent to you by CUC. If you have previously submitted a proxy card sent to you by CUC, you can revoke that proxy and vote for the Board of Directors’ nominees and on the other matters to be voted on at the meeting by using the enclosed WHITE proxy card.

Your vote is very important. Even if you plan to attend the 2021 Annual Meeting, we request that you vote your shares by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided or by voting via the Internet or by telephone using the instructions provided on the enclosed WHITE proxy card. The Proxies named in the accompanying WHITE proxy card intend to vote the proxies received by them cumulatively for some or all of the nominees in such manner as may be determined at the time by such Proxies. If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. Because of the contested nature of the proposals, if you do not give instructions to your broker, your broker may not be able to vote your shares with respect to the election of directors or any of the other proposals. We urge you to instruct your broker or other nominee, by following those instructions, to vote your shares in line with the Board’s recommendations on the WHITE proxy card.

Mr. German was most recently elected by the shareholders at the 2018 Annual Meeting of Shareholders and Mr. Pforzheimer was most recently elected by the shareholders at the 2020 Annual Meeting of Shareholders. Mr. McBrayer was appointed to the Board of Directors, effective July 1, 2018, in connection with his appointment as the Corporation’s Chief Executive Officer.

The Board of Directors has determined that each Board nominee except Mr. McBrayer qualifies as an independent director under NYSE corporate governance listing standards.

If any of the Board’s nominees is unable to serve or for good cause will not serve as a director, the Board of Directors may choose a substitute nominee. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules. The persons named as proxies will vote for the remaining nominees and substitute nominees chosen by the Board.

In addition to the information set forth below, Appendix A sets forth information relating to the Corporation’s directors, the Board’s nominees for election as directors and certain of the Corporation’s officers who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors, nominees or because they will be soliciting proxies on our behalf.

Directors will be elected by a plurality of the votes cast. “Plurality” means that, among the Board’s nominees and the CUC Nominees, the three nominees who receive the largest number of “FOR” votes of the shares entitled to be voted in the election for directors will be elected. Votes that are withheld or shares that are not voted will have no effect on the outcome of the election of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF MESSRS. GERMAN, MCBRAYER AND PFORZHEIMER ON THE WHITE PROXY CARD.

Our directors have a diversity of experience that spans a broad range of industries and in the public and not-for-profit sectors. They bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen the Board’s ability to carry out the Board’s oversight role on behalf of our shareholders. In the director biographies below, we describe certain areas of individual expertise that each director brings to our Board.

The table below is a summary of the range of skills and experiences that each director brings to the Board. Because it is a summary, it does not include all of the skills, experiences, qualifications, and diversity that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it.

Name	Abel	Dunlap	Fessenden	German	Lieberman	McBrayer	Paul	Pforzheimer
Year of Joining Board	2014	2019	2017	2014	2004	2018	2002	1982
Experience:
Finance	X	X		X	X		X	X
Industry	X	X	X	X		X	X
International	X	X	X			X	X
Leadership	X	X	X	X	X	X	X	X
Public Company Board	X	X	X	X	X	X	X	X
Risk Management	X			X	X	X		X
Technology	X	X				X

Committees: Audit Committee; Nominating and Governance Committee

Career Highlights and Qualifications: Mr. German is the Chief Executive Officer and President of Corning Natural Gas Holding Corporation (formerly known as Corning Natural Gas Corporation), a holding company for natural gas and electric utilities, and has served in this role since December 2006. Mr. German has been a director of Corning Natural Gas Holding Corporation since 2014 (and a director of Corning Natural Gas Corporation from 2006 until 2014). Mr. German also serves as president of Corning Natural Gas Appliance Corporation (“Corning Appliance”), Pike County Light & Power Company (“Pike”), and Corning Natural Gas’s joint venture investments, Leatherstocking Gas Company, LLC (“Leatherstocking Gas”) and Leatherstocking Pipeline Company, LLC (“Leatherstocking Pipeline”). Prior to joining Corning Natural Gas, he was senior vice president, utility operations for Southern Union Company where he was responsible for gas utility operations in Missouri, Pennsylvania, Rhode Island, and Massachusetts. From 1994 to 2005, Mr. German held several senior positions at Energy East Corporation, a publicly held energy services and delivery company, including president of several utilities. From 1978 to 1994, Mr. German worked at the American Gas Association, finishing as senior vice president. From 1976 to 1978, Mr. German worked for the US Energy Research and Development Administration. Mr. German received a Bachelor of Arts in History from Trinity College, a Masters of Business Administration from Columbia University and a Juris Doctorate from Boston University Law School.

Other Current Public Company Directorships: Corning Natural Gas Holding Corporation

Other Current Affiliations: Mr. German serves on the Boards of Directors of Leatherstocking Gas, Leatherstocking Pipeline, Pike, Three River Development Corporation and Northeast Gas Association, as well as the board of trustees of the Adirondack Park Institute.

Previous Directorships: Mr. German served as a director of Pennichuck Corporation from 2008 until 2011.

Attributes and Skills: Mr. German’s experience as the chief executive officer of a public company, his many years of service as a director of companies and his broad leadership experience led the Board to conclude that he should serve as a director.

Committees: Executive Committee

Career Highlights and Qualifications: Mr. McBrayer has served as the Corporation’s Chief Executive Officer since July of 2018. He previously served as President and Chief Executive Officer at Airtex Products and ASC Industries, a global manufacturer and distributor of automotive aftermarket and OEM fuel and water pumps, from 2012 through 2017. Airtex Products and ASC Industries, together with its parent company, UCI International LLC, and affiliated companies filed for bankruptcy protection in June 2016, successfully emerging in December 2016. Mr. McBrayer had also served as Vice President and General Manager of the Alcan Cable business at Rio Tinto Alcan, as Vice President and General Manager of the Specialty Metals Division at Precision Cast Parts Corporation, and held positions of various responsibility and leadership during his 20 years with Alcoa, Inc. Mr. McBrayer received a Bachelor of Science in Industrial Engineering from the University of Tennessee and a Master of Arts in Applied Behavioral Science from Bastyr University.

Attributes and Skills: Mr. McBrayer’s extensive experience in global industrial businesses and his broad executive leadership experience led the Board to conclude that he should serve as a director.

Committees: Audit Committee (Chair); Compensation Committee; Nominating and Governance Committee and Executive Committee

Career Highlights and Qualifications: Mr. Pforzheimer has been Manager of Carl H. Pforzheimer & Co. LLC, an investment banking firm, or its predecessors or related entities for more than five years.

Previous Directorships: Mr. Pforzheimer served as a director of U. S. Trust Co. from 1999 until 2007.

Attributes and Skills: In addition to the attendant investment advisory analytical skills gained from his role at Carl H. Pforzheimer & Co. LLC, Mr. Pforzheimer’s former role as chairman of the Audit and Risk Management Committees of U. S. Trust Co. led the Board to conclude Mr. Pforzheimer should serve as a director.

Career Highlights and Qualifications: Prior to his retirement, Mr. Abel served as Interim President and Chief Executive Officer of CPI Corporation, an operator of portrait studios, from February 2012 to April 2013 and as a director from 2004 to April 2013. Mr. Abel previously served as President and Chief Executive Officer of Financial Executives International, a firm representing senior financial executives in dealing with regulatory agencies involved with corporate financial reporting and internal controls, from May 2008 to February 2009.

Previous Directorships: Mr. Abel has served as a director of CPI Corporation from 20014 until April 2013, and LGL Group, Inc., a globally-positioned producer of industrial and commercial electronic components and instruments, from 2011 until 2014.

Attributes and Skills: Mr. Abel’s background as a senior executive, his expertise in financial management and his experience with manufacturing operations, as well as his board experience, led the Board to conclude that he should serve as a director.

Committees: Audit Committee; Compensation Committee; Nominating and Governance Committee (Chair) and Executive Committee

Career Highlights and Qualifications: Mr. Lieberman has been President of The Lieberman Companies, insurance brokerage and consulting company, for more than five years.

Attributes and Skills: In addition to more than forty years of management experience in the insurance, benefit and risk management areas, Mr. Lieberman has served as a director or trustee of many organizations including charitable companies, hospitals and universities. These qualifications led the Board to conclude that he should serve as a director.

STEPHEN E. PAUL

Director Since: 2002

Age: 53

Career Highlights and Qualifications: Mr. Paul has been a managing principal of Laurel Crown Partners, a private investment company, for more than five years. Prior to that he was a Vice President of Business Development at eToys, Inc., a web-based retailer focused exclusively on children’s products, and an Associate at Donaldson, Lufkin and Jenrette, Inc. He became a President of The Louis Berkman Investment Company, a private investment company, in 2013. Mr. Paul holds a bachelor’s degree from Cornell University and a master’s degree in business administration from Harvard Business School.

Other Current Affiliations: Mr. Paul serves on several boards of directors including Pittsburgh Steelers Sports, Inc., a professional sports entertainment organization, Kova International Inc., a leading developer, manufacturer and market of in vitro diagnostic products, and Five Four, Inc., a holding company for fashion brands and services.

Previous Directorships: Mr. Paul served as a director of International Money Express, Inc. (Nasdaq: IMXI), a leading money remittance services company, from July 2018 to September 2020. He also served as a director of Dynacast International Inc., a global manufacturer of small engineered precision die cast components, from 2012 to 2015 and a director of Morton’s Restaurant Group, Inc. (NYSE: MRG), from 2003 to 2014.

Attributes and Skills: Mr. Paul’s background in investment banking and private equity investment led the Board to conclude that he should serve as a director.

Committees: Compensation Committee (Chair) and Executive Committee

Career Highlights and Qualifications: Prior to her retirement, Ms. Fessenden spent nearly three decades in corporate

leadership roles at Alcoa Inc., including as president of the flexible packaging division and president of primary metals allied businesses. She also served in a number of operations roles with Alcoa. From 2006-2008, she was an operations principal with a private equity firm. Since 2008, she has been the principal of Fessenden Associates, a business consulting company. Ms. Fessenden earned Bachelor’s and Master’s degrees in engineering as well as a Master’s degree in business administration, all from Clarkson University.

Other Current Public Company Directorships: Quarles Petroleum; Alpha Metallurgical Resources

Other Current Affiliations: Ms. Fessenden has been a member of the board of directors of Quarles Petroleum since January of 2015. Ms. Fessenden was appointed to the Board of Directors of Alpha Metallurgical Resources (NYSE: AMR) in February 2021. Ms. Fessenden also serves on the Board of Plan International, USA, a global girls’ rights organization.

Previous Directorships: Ms. Fessenden also served as a director of Cardno from 2014 to 2015 and of O’Brien & Gere, from 2008 to 2014. Ms. Fessenden also served on the advisory board of Alloy Polymers and the board of directors of Polymer Group Inc.

Attributes and Skills: Ms. Fessenden’s extensive operations experience in the metals industry, her many years of service as a director of companies, and her broad leadership experience led the Board to conclude that she should serve as a director.

Age: 61

Career Highlights and Qualifications: Mr. Dunlap most recently served as Interim CEO and President of TimkenSteel Corporation, a manufacturer of SBQ steel bars and seamless mechanical tubing in North America, from October, 2019 until December, 2020. Mr. Dunlap served in several leadership positions at Allegheny Technologies Incorporated, a global manufacturer of technically advanced specialty materials and complex components, from 1983 to 2014, where he last served as Executive Vice President, ATI Flat-Rolled Products, from 2011 to 2014. Mr. Dunlap has been the principal of Sweetwater LLC, a consulting and investment firm with a primary focus on metals and manufacturing, since January 2015.

Other Current Public Company Directorships: Matthews International Corporation; TimkenSteel Corporation

Other Current Affiliations: Mr. Dunlap has been a member of the board of directors of Matthews International since February 2015 and the board of directors of TimkenSteel since August 2015.

Previous Directorships: Mr. Dunlap served on the board of directors of Elliott Group Holdings from 2015 to 2019.

Attributes and Skills: Mr. Dunlap’s extensive operations experience in the metals industry, years of board service and broad leadership experience led the Board to conclude that he should serve as a director.

The Nominating and Governance Committee makes a preliminary review of a prospective candidate’s background, career experience and qualifications based on available information or information provided by an independent search firm which identifies or provides an assessment of a candidate or a shareholder nominating or suggesting a candidate. If a consensus is reached by the committee that a particular candidate would likely contribute positively to the Board’s mix of skills and experiences, and a Board vacancy exists or is likely to occur, the candidate is contacted to confirm his or her interest and willingness to serve. The committee conducts interviews and may invite other Board members or senior Ampco executives to interview the candidate to assess the candidate’s overall

qualifications. The committee considers the candidate against the criteria it has adopted in the context of the Board’s then current composition and the needs of the Board and its committees.

At the conclusion of this process, the committee reaches a conclusion and reports the results of its review to the full Board. The report includes a recommendation whether the candidate should be nominated for election to the Board. This procedure is the same for all candidates, including director candidates identified by shareholders.

The Nominating and Governance Committee may, from time to time, retain the services of a search firm that specializes in identifying and evaluating director candidates. Services that may be provided by the search firm include identifying potential director candidates meeting criteria established by the committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.

Upon the recommendation of the Nominating and Governance Committee, the Board re-nominated each of Messrs. German and Pforzheimer for election to an additional term as director, and re-nominated Mr. McBrayer for his initial election to the Board of Directors by the shareholders at the 2021 Annual Meeting. Mr. McBrayer was initially appointed to the Board of Directors in connection with his appointment as Chief Executive Officer.

Our non-employee director compensation program is designed to attract and retain outstanding director candidates who have the requisite experience and background as set forth in our Corporate Governance Guidelines, and to recognize the substantial time and effort necessary to exercise oversight of a complex organization like Ampco and fulfill the other responsibilities required of our directors. Mr. McBrayer, our sole employee director, does not receive additional compensation for his Board service.

The Compensation Committee reviews director compensation periodically, but at least once every three years, and recommends changes to the Board when it deems appropriate. The Compensation Committee regularly engages an independent compensation consultant, Pay Governance LLC, to advise the Compensation Committee with respect to our director compensation program. In connection with its review, Pay Governance LLC assesses the structure of our director compensation program compared to competitive market practices of similarly situated companies. Because of the economic uncertainties due to the COVID-19 pandemic, the Committee deferred action until 2021. Based on the market information and recommendations provided to the Compensation Committee by Pay Governance LLC, and taking into account various factors, including the responsibilities of the directors generally, the responsibilities of the Chairman and committee chairs, and Corporation’s performance, the Compensation Committee approved, the current compensation program for non-employee directors, effective January 1, 2020.

In 2020, each director who was not employed by the Corporation received an annual retainer of $40,000, payable quarterly in cash in equal installments. The Board Chair received an additional $25,000 fee, the Chair of the Audit Committee received an additional $15,000 annual fee, the Chair of the Compensation Committee received an additional $10,000 fee, and the Chair of the Nominating and Governance Committee received an additional $7,500 fee. Further, members of Board committees received the following additional fees in lieu of per meeting fees: $7,500 for the Audit Committee, $5,000 for the Compensation Committee, and $3,750 for the Nominating and Governance Committee. Directors do not receive additional meeting fees for Board or committee meetings.

Each non-employee director is also entitled to receive an annual stock award. Under our non-employee director compensation program, this annual stock award is supposed to be valued at $70,000 and is usually based on the closing price of our Common Stock on grant date. However, in order to align the compensation paid to our non-employee directors with the Corporation’s performance, the Corporation determined the number of shares of Common Stock subject to the 2020 annual stock award based on a per share price of $7.00, rather than $3.08, the closing price of our Common Stock on the date of grant. This reduction substantially limited the number of shares granted in a low stock price environment. This resulted in our non-employee directors receiving an annual stock award worth $30,800 approximately 56% fewer shares and corresponding grant value than that which would have been granted had the Compensation Committee used the closing price of our Common Stock on the date of grant, consistent with historical practice prior to 2019.

The following table describes the components of compensation for non-employee directors:

Annual Compensation Element	2020 Amount ($)
Cash Retainer for Non-employee Directors		40,000
Annual Equity Award for Non-employee Directors		30,800
Other Annual Cash Fees:
Chairman Fee		25,000
Audit Committee Chair Fee (including Audit Committee Member Fee)		15,000
Audit Committee Member Fee		7,500
Compensation Committee Chair Fee (including Compensation Committee Member Fee)		10,000
Compensation Committee Member Fee		5,000
Nominating and Governance Committee Chair Fee (including Nominating and Governance Committee Member Fee)		7,500
Nominating and Governance Committee Member Fee		3,750
Stock Ownership Requirement		120,000

The table below summarizes the director compensation earned by non-employee directors of the Corporation in 2020:

Name	Fees Earned or Paid in Cash($)(1)		Stock Awards ($)(2)		Other Compensation ($)		Total ($)
James J. Abel		65,000		30,800		0		95,800
Terry L. Dunlap		40,000		30,800		0		70,800
Elizabeth A. Fessenden		50,000		30,800		0		80,800
Michael I. German		51,250		30,800		0		82,050
William K. Lieberman		60,000		30,800		0		90,800
Stephen E. Paul		40,000		30,800		0		70,800
Carl H. Pforzheimer, III		63,750		30,800		0		94,550

We have a long-standing approach of compensating executive officers and directors in part with stock awards and encouraging retention of stock acquired through such awards or by market purchases. We believe retention of stock creates a long-term perspective and aligns the interests of our directors and executive officers with those of our shareholders

In 2020, the Board of Directors, upon the recommendation of the Compensation Committee, adopted new Stock Ownership Policy Guidelines requiring, among other things, non-employee Directors to hold stock at a target level of three times their annual cash retainer, or $120,000 for 2020.

Under the director compensation program, directors who were not in compliance with the ownership value requirement were not permitted to sell or transfer more than 50% of shares issued as part of the Corporation’s annual equity award for non-employee directors.

The following table shows the value of each non-employee director’s holdings in Ampco Common Stock as of March 9, 2021, based on the closing price of our Common Stock on NYSE on that date.

Non-employee Directors	Number of Shares held		Value of Shares Held ($)
James J. Abel		78,347		601,705
Terry L. Dunlap		33,928		260,567
Elizabeth A. Fessenden		50,439		387,372
Michael I. German		110,380		847,718
William K. Lieberman		70,479		541,279
Stephen E. Paul		62,384		479,109
Carl H. Pforzheimer, III		73,920		567,706

We have adopted an Insider Trading Policy, which prohibits members of the Board of Directors from pledging, engaging in short sales or hedging transactions with respect to any of their Ampco securities. In addition, our directors are prohibited from holding Ampco securities in margin accounts that permit hedging arrangements or hold more than 0.05% of all outstanding shares of Ampco Common Stock. The policy continues to align the interests of our directors with those of our shareholders.

Presented below are some highlights of our corporate governance practices and policies. You can find further details about these and other corporate governance practices and policies in the following pages of this Proxy Statement.

The Board of Directors has adopted standards to assist it in evaluating the independence of its directors, which may be categorized as: (1) compliance with NYSE’s listing requirements, (2) non-material relationships with the Corporation, and (3) other facts and circumstances. The standards are attached to the Corporate Governance Guidelines which are available on the Corporation’s website at www.ampcopittsburgh.com. After evaluating each director on the basis of these standards, the Board has determined that James J. Abel, Elizabeth A. Fessenden, Michael I. German, William K. Lieberman, Stephen E. Paul and Carl H. Pforzheimer, III do not have material relationships with the Corporation (other than as members of the Board of Directors) and are independent within the meaning of the Corporation’s independence standards and those of the NYSE.

Audit Committee members must meet additional independence standards under NYSE listing standards and rules of the SEC. Specifically, Audit Committee members may not receive any consulting, advisory or compensatory fees other than their directors’ compensation. The Board has also determined that each member of the Audit Committee satisfies the enhanced standards of independence applicable to Audit Committee members under NYSE listing standards and SEC rules.

The Board has determined in its judgment that the Compensation Committee is composed entirely of independent directors within the Corporation’s independence standards and those of the NYSE. In making its determination, the Board considered, among other things, the factors applicable to members of the Compensation Committee pursuant to NYSE listing standards and Rule 10C-1 of the Exchange Act.

Mr. McBrayer is the Corporation’s Chief Executive Officer and is responsible for the day-to-day operation of the Corporation. Mr. James J. Abel serves as non-executive Chairman of the Board, and in such capacity presides at all meetings of our Board of Directors and serves as a conduit between the Board and management. The Board believes that this leadership structure is appropriate for the Corporation at this time because it:

The Board will assess periodically whether the roles should be separated or combined based on its evaluation of what is in the best interests of the Corporation and its shareholders.

The Corporation’s Corporate Governance Guidelines and its Nominating and Governance Committee Charter charge the Nominating and Governance Committee with selecting nominees for election to the Board of Directors and with reviewing, at least annually, the qualifications of new and existing members of the Board of Directors. The Nominating and Governance Committee also considers the extent to which such members may be considered “independent” within the meaning of applicable NYSE rules, as well as other appropriate factors, including overall skills and experience.

From time to time, the Nominating and Governance Committee will seek to identify potential candidates for director nominees and will consider potential candidates proposed by other members of the Board of Directors, by management of the Corporation or by shareholders of the Corporation.

In considering candidates submitted by shareholders of the Corporation, the Nominating and Governance Committee will take into consideration the needs of the Board of Directors and the candidate’s qualifications. To have a candidate considered by the Nominating and Governance Committee, a shareholder must submit the recommendation in writing and must provide the information set forth in, and otherwise comply with, Section 18 of Article II of the Corporation’s Amended and Restated By-Laws.

The shareholder recommendation and information described above must be sent to Ampco-Pittsburgh Corporation “c/o Corporate Secretary” at 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, PA 15106 and, in order to allow for timely consideration, must be received not less than 90 days in advance of the anniversary date of the Corporation’s most recent annual meeting of shareholders.

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the Committee may review and consider publicly available information regarding the person to assess whether the person should be considered further. Generally, if the person expresses a willingness to be considered and to serve on the Board of Directors and the Nominating and Governance Committee believes that the candidate has the potential to be a good candidate, the Nominating and Governance Committee would seek to gather information from or about the candidate. Such information may include information gathered through one or more interviews as appropriate and review of his or her accomplishments and qualifications generally, in light of any other candidates that the Nominating and Governance Committee may be considering. The Nominating and Governance Committee’s evaluation process does not vary based on whether the candidate is recommended by a shareholder. Although the Nominating and Governance Committee does not have a formal written diversity policy, it considers the diversity of our Board to be a priority and considers Board diversity as a whole, including the skills, background and experience of our directors.

The Board is divided into three classes, and the directors in each class serve for three-year terms unless there is a need to adjust the number of Directors in a class or they are unable to continue to serve due to death, resignation, retirement or disability or are otherwise removed from office during such term. The term of one class of directors expires each year at the Corporation’s annual meeting of shareholders. The Board may fill a vacancy by electing a new director to the same class as the director being replaced or by reassigning a director from another class. The Board also may create a new director position in any class and elect a director to hold the newly created position. In accordance with our Amended and Restated Articles of Incorporation, all directors elected to fill vacancies shall hold office for a term expiring at the annual meeting of shareholders at which the term of the class to which they have been elected expires.

Ampco’s Articles of Incorporation and By-Laws provide a plurality voting standard for election of directors in uncontested elections. An election of directors is considered to be contested if there are more nominees for election than positions on the Board to be filled by election at the meeting of shareholders. Ampco’s By-laws provide for

cumulative voting in the event of a contested election. Accordingly, shareholders have the right to cumulate their votes by distributing a number of votes, determined by multiplying the number of directors to be elected at the Annual Meeting (i.e., three) by the number of shares owned by such shareholder as of the close of business on the Record Date, to one individual nominee or among two or more nominees. CUC has notified Ampco that CUC intends to nominate a slate of two nominees for election to the Board at the 2021 Annual Meeting in opposition to the nominees recommended by the Board. In that case, the three candidates for election as directors receiving the highest number of FOR votes will be elected at the 2021 Annual Meeting.

The Board of Directors as a whole is responsible for risk management oversight of the Corporation and ensuring that management develops sound business strategies. The involvement of the full Board of Directors in setting the Corporation’s business strategy and objectives is integral to the Board’s assessment of our risk profile and also a determination of what constitutes an appropriate level of risk and how best to manage any such risk. This involves receiving reports and/or presentations from applicable members of management, the Chief Risk Officer and Chief Information Officer, and the committees of the Board. The full Board of Directors continually evaluates risks such as financial risk, legal/compliance risk, operational/strategic risk, reputational risk, emerging risk, cybersecurity risk and fraud risk and addresses individual risk issues with management throughout the year as necessary.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, the Board delegates responsibility for certain aspects of risk management to its standing committees. In particular, the Audit Committee focuses on enterprise risks and related controls and procedures, including financial reporting, fraud and regulatory risks. The Compensation Committee strives to create compensation practices that do not encourage excessive levels of risk taking that would be inconsistent with the Corporation’s strategy and objectives. The Nominating and Governance Committee is responsible for overseeing the Corporation’s corporate governance and corporate governance principles.

The non-management directors have regularly scheduled executive sessions, both with and without the Chief Executive Officer. Any security holder who wants to communicate directly with the presiding director, currently our Chairman, or the non-management directors as a group can do so by following the procedure below under “Security Holder Communications with Directors”.

The Board of Directors has established a process to receive communications from shareholders and other interested parties. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or such individual or group or committee and sent to Ampco-Pittsburgh Corporation “c/o Corporate Secretary” at 726 Bell Avenue, Suite 301, P.O. Box 457, Carnegie, PA 15106. Communications sent in this manner will be reviewed by the office of the Corporate Secretary for the purpose of determining whether the contents represent a message to one or more of the Corporation’s directors. Depending on the subject matter, the Corporate Secretary may attempt to handle the inquiry directly, such as when it is a request for information about the Corporation or a stock-related matter. The Corporate Secretary also may not forward the communication if it is primarily commercial in nature or it relates to an improper or irrelevant topic.

The Corporation encourages its directors to attend the Annual Meeting of the Corporation’s shareholders. All of the directors then in office were in attendance at the 2020 Annual Meeting.

During 2020, the Board had four standing committees: Audit Committee, Compensation Committee, Executive Committee, and Nominating and Governance Committee. The Board makes committee and committee chair assignments annually at its meeting immediately preceding the annual meeting of shareholders, although further changes to committee assignments may be made from time to time as deemed appropriate by the Board. The Nominating and Governance Committee Charter, the Compensation Committee Charter, the Audit Committee Charter and the Corporate Governance Guidelines are available on the Corporation’s website at www.ampcopittsburgh.com.

The current composition of the Board and each committee of the Board is set forth below:

Director

Audit

Committee

Compensation

Committee

Executive

Committee

Nominating and

Governance

Committee

Board of

Directors

James J. Abel

Terry L. Dunlap

Elizabeth A. Fessenden

Michael I. German

William K. Lieberman

J. Brett McBrayer

Stephen E. Paul

Carl H. Pforzheimer, III

2020 Meetings

All of the directors attended at least 75% of the applicable Board and Committee meetings in 2020.

The non-management directors meet separately in regularly scheduled executive sessions without members of management present, except to the extent that the non-management directors request the attendance of one or more members of management. The Board Chair presides over meetings of the non-management directors.

The Audit Committee held five meetings in 2020 and was comprised of three directors: Carl H. Pforzheimer, III (Chair), Michael I. German and William K. Lieberman. None of the Audit Committee members is now, or has within the past five years been, an employee of the Corporation. The Board has determined that none of the members of the Audit Committee have any financial or personal ties to the Corporation (other than director compensation and equity ownership as described in this Proxy Statement) and that they meet the NYSE and SEC standards for independence applicable to members of the Audit Committee.

The Audit Committee reviews the Corporation’s accounting and reporting practices, including internal control procedures, and maintains a direct line of communication with the Directors and the independent accountants. The Audit Committee also is directly responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm, including pre-approval of all audit and non-audit services to be performed by our independent registered public accounting firm, as well as evaluating the performance of our internal audit function and our financial reporting processes.

The Board of Directors has determined that Mr. Pforzheimer meets the SEC criteria to be deemed an “audit committee financial expert” and meets the NYSE standard of having accounting or related financial management expertise. Each member of the Audit Committee is financially literate.

The Compensation Committee met six times in 2020 and is comprised of three directors: Elizabeth A. Fessenden (Chair), William K. Lieberman and Carl H. Pforzheimer, III. The Compensation Committee is responsible for

reviewing and recommending to the Board of Directors compensation programs and policies and reviewing and recommending to the Board of Directors the participation of executives and other key management employees in the various compensation plans of the Corporation.

The Compensation Committee, under the terms of its charter, has the sole authority to retain, approve fees and other terms for, and terminate any compensation consultant used to assist the Committee in executive compensation matters. The Compensation Committee also may obtain advice and assistance from internal or external legal, accounting or other advisors. In 2020, the Compensation Committee engaged Pay Governance LLC as its independent provider of compensation consulting services for decisions relating to 2020 compensation. The Committee can also utilize external legal advisors and assesses the independence of its advisors.

In 2020, the Compensation Committee was given oversight of aspects of the Corporation’s human capital management strategy that it may deem of importance to the long-term sustainability of the Corporation.

Certain executive officers of the Corporation attend meetings of the Compensation Committee from time to time and are given the opportunity to express their views on executive compensation matters.

Each member of the Compensation Committee is a “non-employee director” of the Corporation as defined under Rule 16b-3 of the Exchange Act, and each member is also an “outside director” for the purposes of the corporate compensation provisions contained in Section 162(m) of the Internal Revenue Code.

None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.

The Executive Committee did not meet in 2020. It is comprised of the following five directors: James J. Abel (Chair), Elizabeth A. Fessenden, William K. Lieberman, Carl H. Pforzheimer, III, and J. Brett McBrayer. This Committee is responsible for providing guidance and counsel to the Corporation’s management team on significant matters affecting the Corporation and taking action on behalf of the Board where required in exigent circumstances, such as where it is impracticable or infeasible to convene, or obtain the unanimous written consent of, the full Board.

The Nominating and Governance Committee met twice in 2020 and was comprised of three directors: William K. Lieberman (Chair), Michael I. German and Carl H. Pforzheimer, III. The Nominating and Governance Committee is responsible for identifying individuals qualified to become directors and recommending candidates for membership on the Board of Directors and its committees, developing and recommending to the Board of Directors the Corporation’s corporate governance policies and reviewing the effectiveness of board governance, including overseeing an annual assessment of the performance of the Board of Directors and each of its committees.

The following table sets forth information, to the extent known by the Corporation, concerning individuals (other than directors or officers of the Corporation) or entities holding more than five percent of the outstanding shares of the Corporation’s Common Stock. The “percent of class” in the table below is calculated based upon 18,821,590 shares outstanding as of March 9, 2021.

Name of beneficial owner	Amount and nature of beneficial ownership			Percent of class
Mario J. Gabelli (and entities which he controls or for which he acts as chief investment officer) One Corporate Center Rye, NY 10580		4,022,751	⁽¹⁾		20.04	%
The Louis Berkman Investment Company 600 Grant Street, Suite 3230 Pittsburgh, PA 15219		3,644,616	⁽²⁾		18.24	%
Altor Fund II GP Limited (and affiliates) 11-15 Seaton Place St Helier Jersey JE4 OQH Channel Islands		1,776,604	⁽³⁾		9.44	%
L. W. Van Loan Trust dated September 8, 2006, Edward F. Crawford and Crawford United Corporation c/o The Crawford Group 6065 Parkland Boulevard Cleveland, OH 44124		1,570,888	⁽⁴⁾		8.21	%
Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, MA 02110		1,206,593	⁽⁵⁾		6.41	%

The following table sets forth as of March 9, 2021, information concerning the beneficial ownership of the Corporation’s Common Stock by the Directors and Named Executive Officers and all Directors and Executive Officers of the Corporation as a group. The “percent of class” in the table below is calculated based upon 18,821,590 shares outstanding as of March 9, 2021.

Name of beneficial owner	Amount and nature of beneficial ownership			Percent of class
Stephen E. Paul		3,726,253	⁽¹⁾		18.63	%
Michael I. German		160,524	⁽²⁾	*
Rose Hoover		102,765	⁽³⁾	*
Carl H. Pforzheimer, III		96,240	⁽⁴⁾	*
James J. Abel		95,428	⁽⁵⁾	*
J. Brett McBrayer		95,199	⁽⁶⁾	*
William K. Lieberman		92,230	⁽⁷⁾	*
Elizabeth A. Fessenden		66,160	⁽⁸⁾	*
Michael G. McAuley		53,776	⁽⁹⁾	*
Terry L. Dunlap		42,856	⁽¹⁰⁾	*
Directors and Executive Officers as a group (12 persons)		4,673,977	⁽¹¹⁾		22.93	%

Unless otherwise indicated, the individuals named have sole investment and voting power.

Section 16(a) of the Exchange Act requires the Corporation’s directors, executive officers and persons who beneficially own more than 10% of the Corporation’s Common Stock, to file reports of holdings and transactions in the Corporation’s Common Stock with the SEC and to furnish the Corporation with copies of all Section 16(a) reports that they file. Based on those records and other information furnished, during 2020, executive officers, directors and persons who beneficially own more than 10% of the Corporation’s Common Stock complied with all filing requirements except for Mr. Lieberman. It was discovered that Mr. Lieberman took part in an automatic dividend reinvestment plan through his broker and, due to an administrative error, the shares purchased pursuant to this plan had not been reported timely. When the error was discovered, the reporting of the shares owned was included on a Form 4 filed on September 24, 2020.

NON-BINDING, ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
(Proposal 2)

The Board is committed to a compensation philosophy and program that promotes our ability to attract, retain and motivate individuals who can achieve superior results for Ampco, its shareholders and its other stakeholders. As part of that commitment, and in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, shareholders are being asked to approve, in an advisory non-binding resolution, the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal is our “Say-on-Pay” proposal. The Say-on-Pay vote is advisory and therefore not binding on the Corporation or the Board. However, the Board of Directors and the Compensation Committee will carefully review the opinions that our shareholders express and will take the outcome of the vote into account when making decisions regarding executive compensation. Our Board of Directors adopted a policy to hold this advisory vote on executive compensation annually.

We believe that the Say-on-Pay vote represents an additional means by which we may obtain important feedback from our shareholders about executive compensation. As set forth in the Executive Compensation Overview on the following page, the overall objectives of our executive compensation program are to provide compensation that is competitive, create a structure that is based on achievement of performance goals and provide incentive for long-term continued employment.

Upon consideration of the voting results for the proposal considered at the Corporation’s 2017 Annual Meeting of Shareholders regarding the frequency of advisory Say-on-Pay votes, the Board of Directors determined to hold an advisory Say-on-Pay vote annually. Shareholders will have the opportunity to next provide an advisory vote on the frequency of such advisory Say-on-Pay votes which is required in 2023. The Board will consider the results of such vote following the 2023 annual meeting of shareholders.

Shareholders are encouraged to read the Executive Compensation Overview, starting on page 38, which discusses how the elements of the compensation packages for the named executive officers are determined, and review the Summary Compensation Table and the other related information following the Summary Compensation Table. The Board and the Compensation Committee believe that the Corporation’s policies and procedures on executive compensation are strongly aligned with the long-term interests of our shareholders and are effective in achieving the strategic goals of the Corporation. The Say-on-Pay vote gives you, as a shareholder, the opportunity to endorse or not endorse our executive compensation program by voting for or against the following resolution:

“RESOLVED, that the shareholders of Ampco-Pittsburgh Corporation (the “Corporation”) approve, on an advisory basis, the compensation of the Corporation’s named executive officers, as disclosed in the Corporation’s proxy statement for the 2021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation Overview, the Summary Compensation Table and the other related tables and disclosure.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS RESOLUTION AND THEREBY ENDORSE THE CORPORATION’S EXECUTIVE COMPENSATION PROGRAM.

In this CD&A we summarize the compensation awarded to our executive officers listed in the Summary Compensation Table on page 49. We refer to these executive officers as our “named executive officers” or “NEOs.”

Executive Compensation Overview describes the key features of our executive compensation program for 2020 for our “named executive officers”:

Under the oversight of our Compensation Committee, our compensation structure is designed to provide a competitive compensation structure that will retain top performers and incentivize individuals’ performance and enhance shareholder value in a responsible manner. In keeping with this design, the 2020 executive compensation program features a balanced mix of salary and performance-driven annual and long-term incentive award opportunities. The chart below illustrates the target compensation opportunities in 2020 for Mr. McBrayer, our Chief Executive Officer (“CEO,” and also referred to as our “Principal Executive Officer” or “PEO”).

Based on our business performance results, the named executive officers earned bonuses under the short-term incentive program, which illustrates our pay-for-performance philosophy and also motivates our officers to continue to focus their efforts on improvements in the overall financial results of the Corporation. The bonuses earned under the short-term incentive program are partially driven by the positive results in the Forged and Cast Engineered Products (“FCEP”) segment and the Air and Liquid Processing segment, each of which exceeded their threshold level for operating income goals, a key metric in our compensation program. This helped the Corporation to also achieve the adjusted earnings per share (“EPS”) goal. Each of the named executive officers also earned annual incentive awards based on personal performance.

In addition, the portion of our 2018-2020 long-term incentive (“LTI”) program related to Return on Invested Capital (“ROIC”) was achieved. The threshold for the PSU relative total shareholder return (“rTSR”) portion of the 2018-2020 PSUs was not achieved, and as a result, that portion of the 2018-2020 PSU was forfeited.

Our Compensation Committee (also referred to as the “Committee”) believes that our executive compensation program includes key features that align the interests of our named executive officers and the Corporation’s long-term strategic direction with the interests of our shareholders and is designed to avoid features that could misalign their interests.


		KEY FEATURES
		• Align CEO Pay with Corporate Performance: A significant portion of our CEO’s actual pay is tied to annual performance goals and long-term shareholder returns. A majority of long-term incentive awards granted during 2020 to our CEO were provided as PSUs.
		• Use Long-Term Incentives to Link a Significant Portion of Named Executive Officer Pay to Company Performance: A significant portion of pay for our named executive officers is long-term incentives linked to Return on Invested Capital (“ROIC”) and relative total shareholder return (“rTSR”).
		• Balance Short-Term and Long-Term Incentives: Our incentive programs provide an appropriate balance of annual and long-term incentives and include multiple measures of performance.
		• Use of Performance Metrics: A significant portion of each executive’s annual pay is based on objective performance metrics. Our executive compensation program is designed so that a significant portion of compensation is “at-risk” based on corporate performance, as well as equity-based in order to align the interests of our executive officers and shareholders.
		• Cap Incentive Awards: Annual incentive awards and PSUs include capped payouts (200% for annual incentives and 200% for PSUs).
		• Mitigate Excessive Risk-taking Behaviors by Named Executive Officers: Our executive compensation program includes features that reduce the possibility of our named executive officers, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of long-term value, such as a cap on annual incentive awards
		• Authorize the Board to Claw Back Executive Compensation: We have implemented a clawback policy applicable to executive officers pursuant to which, if the Corporation is required, because of fraud or negligence, to restate financial results for any restatement period in a manner that would have adversely affected the amount of the payout of any incentive compensation awards, the Committee has the right during the three-year period following the restatement period to review the matter and determine what, if any, repayment executives will be required to make.
		• Use of Independent Compensation Consultant: In 2020, the Committee engaged Pay Governance LLC, a compensation consulting firm, to assist the Committee in fulfilling its responsibilities and duties. Pay Governance LLC does not provide any other services to the Corporation. The Committee utilizes executive sessions with PayGovernance, LLC without management present to enhance governance.
		• Use of Independent Compensation Consultant: The Committee is kept apprised of current trends in executive compensation by PayGovernance, LLC, its independent compensation advisor, and regularly considers implementing appropriate changes to its executive compensation program.
		• Use of Peer Group: The Compensation Committee periodically checks its compensation decisions against executive compensation at a peer group of companies comparable in terms of the primary scope metric of revenue and secondary scope metrics of market cap, assets and number of employees to ensure that our executive compensation program provides competitive compensation opportunities. The same peer group is used to determine our relative performance for vesting of a portion of PSU awards.
		• Multi-Year Vesting Periods: The equity awards granted to our executive officers are earned over multi-year periods, consistent with current practice and our retention objectives. Our 2016 Omnibus Incentive Plan, as amended and restated, provides of a minimum vesting requirement of not less than one year for all award types (see Proposal 3 below).
		• No Section 280G Tax Gross-Up Rights: We do not provide any Code Section 280G excise tax gross-up rights or any other significant tax gross-up rights to our executive officers other than for reasonable and customary relocation expenses.
		• No Option Repricing or Replacement without Shareholder Approval: The Corporation’s 2016 Omnibus Incentive Plan prohibits “underwater” options from being repriced or replaced (either with new options or other equity awards), unless approved by our shareholders.

The compensation paid or awarded to our named executive officers for 2020 was designed to meet the following objectives:

We believe various components of our 2020 compensation payments and awards meet the following objectives:

In 2020, compensation decisions for our CEO were made by the Compensation Committee and approved by the independent members of the Board of Directors. The Committee made recommendations to the Board of Directors with respect to director compensation and, in consultation with the CEO, with respect to the compensation of the executive officers that report directly to the CEO, including both of the other named executive officers. In assessing competitive compensation, PayGovernance, LLC, the Committee’s independent compensation consultant, prepares a competitive assessment of executive compensation on an annual basis. With the analysis provided by and the perspective of the consultant, the Committee makes determinations regarding executive compensation.

The Committee generally targets executive total target direct compensation opportunities at the 50th percentile of the peer group. Total target direct compensation is defined as the sum of base salary, target annual cash bonus and the target grant-date value of long-term incentive awards.

New salary levels for our named executive officers were established in April of 2020 but the implementation of those increases was deferred until August 1, 2020 because of short-term uncertainty due to the COVID-19 pandemic. Determinations by the Committee regarding salary adjustments are made based on a number of objective and subjective factors, including competitive market data, internal equity, the Corporation’s financial performance, and a qualitative analysis of each individual officer’s performance during the preceding year, taking into account such factors as leadership, commitment and execution of corporate initiatives and special projects assigned by the Board, the Chairman or the CEO. The Committee does not use a formula to calculate base salary adjustments for the CEO and other executive officers. We also consider whether there has been any material change in an executive officer’s title, duties and responsibilities in the preceding year. Where an executive officer has assumed material additional duties, or has been promoted, an above-normal salary adjustment would typically be justified. Finally, in rare circumstances, we may decide to make a market adjustment in salaries if we determine that salary levels for one or more of our executive officers have fallen materially below levels that we consider appropriate in order to maintain a competitive compensation package and to discourage valued executives from leaving to pursue other opportunities. Salary adjustments for our CEO and other named executive officers are reviewed and must be approved by the independent members of the Board of Directors, after a recommendation by the Compensation Committee.

Generally, the differences in the level of pay between the named executive officers is the result of the determination by the Committee or by the CEO, over time, regarding the level of responsibility, function, experience, and length of service that each of the officers possess.

The base salary determinations for each named executive officer in 2020 were as follows:

Name	January-July 2020 Base Salary (Annualized) ($)		August-December 2020 Base Salary (Annualized) ($)		Percentage Increase
J. Brett McBrayer		600,000		600,000	0.0%
Michael G. McAuley		367,000		380,000	3.5%
Rose Hoover		394,000		400,000	1.5%

The annual incentive bonus plan is designed to incentivize performance in three categories: (i) business performance in our operating segments, (ii) earnings per share for the Corporation, and (iii) personal performance. The annual incentive bonus plan award for 2020 for each named executive officer was determined using the following formula:


Target Annual Performance	X	35% Weighting	X	Business Segment Performance Achievement	=	Business Performance Portion of Annual Incentive
					+
Target Annual Performance	X	35% Weighting	X	Corporate EPS	=	Corporate EPS Portion of Annual Incentive
					+
Target Annual Performance	X	30% Weighting	X	Personal Goal Achievement to Improve Their Area of Responsibility	=	Personal Performance Portion of Annual Incentive
						_______________________
						Annual Incentive Award

Threshold, target and maximum levels were set for the performance goals, such that no amount would be paid for performance below threshold, 50% of target would be paid for performance at threshold, and no more than 200% of target would be paid for performance at or above maximum. In addition, if the threshold level of Earnings Per Share (“EPS”) is not achieved, payouts for the achievement of personal goals are capped at the target level to emphasize financial stewardship.

Adjustments to Reported Financial Results.The Committee reviews our financial performance following the end of the year and retains the authority to adjust our reported financial results for items causing significant differences from assumptions contained in our business plan. The Committee has adopted a set of guidelines to help it evaluate potential adjustments. These guidelines are intended to better reflect executives’ line-of-sight and ability to affect performance results, avoid artificial inflation or deflation of awards due to unusual or non-recurring items and emphasize long-term and sustainable growth. Adjustments for 2020 annual incentive included asbestos-related costs in excess of plan and removal of mark-to-market unrealized gain on deferred compensation plan (Rabbi Trust) recognized through the income statement. While the Committee was mindful of the impacts of the COVID-19 pandemic and various pandemic mitigations on the business, there was no need to make changes to the threshold, target or maximum levels of the 2020 approved annual incentive plan.

Business Performance Goals (Weighted 35%). The business performance portion of the annual incentive was based on goals related to the income from operations achieved by the two business segments of the Corporation, the FCEP segment (weighted at 25%) and the Air and Liquid Processing segment (weighted at 10%), as compared to the segments’ business plans for 2020. We weighted the FCEP segment more heavily since it is larger than the Air and Liquid Processing segment, as determined based on revenue. Income from operations was chosen by the Compensation Committee in the belief that it is the most accurate objective measure of business performance. The Committee eliminates most charges or windfalls which are generally beyond the control of the executives and adjusts actual and planned income to allow for the exclusion, for example, of cost changes related to asbestos litigation, adjustments for acquisitions or divestitures, changes in accounting standards, and other similar charges.

Business Segment Operating Income Goals for 2020 (in $000’s)
FCEP segment (25% weight)		Air and Liquid Processing segment (10% weight)		Performance Achievement Level	Payout Percentage (of Target Award)
Less than 2,000		Less than 9,100		Below Threshold	0%
2,000			9,100	Threshold	50%
6,800			10,700	Target	100%
	11,000		12,000	Maximum	200%

Corporate EPS (Weighted 35%). The Corporate EPS portion of the annual incentive was based on the 2020 earnings per share of the Corporation. For this purpose, “EPS” means the Corporation’s net income per common share (basic) adjusted as determined by the Committee to exclude the effect of certain items, such as asset write-downs or impairment charges, restructuring-related costs, litigation or claim costs, judgments or settlements, including asbestos claims and defense costs; and the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. For 2020, EPS Goals did not include the impact of the Corporation issuing new equity and the threshold, target and maximum per share amounts were measured based on a pre-offering expected share count to remove the effect of such a capital structure change from the current year Corporate EPS incentive metric.

Achievement	2020 EPS Goals		Payout Percentage (of target award)
Below Threshold			0%
Threshold	$	0.00	50%
Target	$	0.13	100%
Maximum	$	0.66	200%

Personal Performance Goals (Weighted 30%). The Compensation Committee recommended, and the Board approved, personal performance goals for each of the named executive officers. The Compensation Committee ultimately exercises informed judgment in determining the degree to which individual performance goals are achieved.

Target Annual Incentive Awards. Target annual incentive awards were established by the Compensation Committee as a percentage of base salary for each named executive officer, intending to provide a competitive bonus opportunity aligned to the named executive officer’s role, responsibilities and historic pay, as follows:

Name	Target Annual Incentive As % of Base Salary	Target Annual Incentive Amount
J. Brett McBrayer	85%	$	510,000
Michael G. McAuley	55%	$	209,000
Rose Hoover	55%	$	220,000

2020 Annual Incentive Award Decisions Based on Performance. Our named executive officers achieved the following results under the annual incentive bonus plan:

In the first quarter of 2020, the Committee also approved the strategic objectives set for each named executive officer and the associated payout levels for fiscal 2020. Participants had the ability to earn between 50% and 200% of the target amount based on the overall achievement of the applicable 2020 strategic objectives set for each participant. The strategic objectives approved by the Committee for each of the named executive officers and the related performance categories, were as follows:

Name	Performance Categories	Objective
J. Brett McBrayer	Strategic Initiatives/Liquidity	Capital Raise/Free Cash Flow
Achieved attainment was 154.38% of target	Investor Outreach	Shareholder Conferences and private engagements
	Top line growth/preservation	Strategic Customer Visits
Michael G. McAuley	Strategic Initiatives/Liquidity	Capital Raise/Free Cash Flow
Achieved attainment was 129.88% of target	Enhanced Liquidity	Bank credit facility Leverage cash opportunities
	Cost Reduction/Profit Improvement	Execute restructuring/cost reduction initiatives
Rose Hoover	Cost Reduction/Profit Improvement	Assess and implement changes to decrease costs related to corporate overhead
Achieved attainment was 120.00% of target	Strategic Initiatives/ Profit Improvement	Manage our long-term liability obligations to reduce cost without adding additional risk

The Compensation Committee approved the following annual incentive awards for the named executive officers for 2020, which are included in the Summary Compensation Table for 2020 under “Non-Equity Incentive Plan Compensation”:

Name	Target Annual Incentive Award		Business Performance Portion Achieved (70% weighting)		+	Personal Performance Portion Achieved (30% weighting)		=	Actual Annual Incentive Award
J. Brett McBrayer	$	510,000	$	570,693		$	236,194		$	806,887
Michael G. McAuley	$	209,000	$	233,872	+	$	81,432		$	315,304
Rose Hoover	$	220,000	$	246,181	+	$	79,200		$	325,381

For each of the Annual Performance components of the annual incentive award, results between threshold and target or between target and maximum are interpolated on a straight-line basis.

The Corporation has adopted the 2016 Omnibus Incentive Plan under which the Compensation Committee may grant the named executive officers and other key employees a variety of types of equity-based awards. The Committee believes that annual grants of equity-based awards serve the purpose of aligning the interests of our named executive officers with the interests of our shareholders. Vesting conditions for equity-based awards also encourage executive

retention. Before 2015, the Corporation had the practice of making annual grants of stock options. Since 2015, the Compensation Committee has not granted stock options and instead follows a practice of granting long-term incentive awards in the form of annual grants of PSUs (vesting based on performance over a three-year performance period) and RSUs (vesting based on continued employment at the time of each vesting anniversary). The Committee believes the current mix of equity incentive awards further ties pay to our Corporation’s performance while also aligning interests with our Corporation’s long-term shareholders and encouraging retention.

Target Award Amounts. The Compensation Committee sets a target dollar amount for the value of long-term incentive awards granted each year, intending to provide a competitive long-term incentive award opportunity aligned to the named executive officer’s role, responsibilities and historic pay. Those target amounts for 2020 were as follows:

☒	Filed by the Registrant
☐	Filed by a Party other than the Registrant

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to 167; 240.14a-12

Type of Compensation		Objectives Addressed
Salary		Competitive Compensation
Incentive Bonus Plan Awards		Competitive Compensation Performance Incentives
Restricted Stock Units		Competitive Compensation Retention Incentives
Performance Stock Units		Competitive Compensation Performance Incentives Retention Incentives
Change in Control Severance Protection		Competitive Compensation Retention Incentives
Supplemental Executive Retirement Plan Benefits		Competitive Compensation Retention Incentives

Proxy Statement	1
Proxy Summary	1
Questions And Answers Regarding The Annual Meeting	7
Background To The Solicitation	16
Election Of Directors	18
Summary of Director Attributes and Skills	19
Board of Directors’ Nominees	20
Nominees for Directors Whose Term of Office Expires in 2024	20
Continuing Directors Whose Term of Office Expires in 2023	21
Continuing Directors Whose Term of Office Expires in 2022	22
Process of Evaluation of Director Candidates	23
Director Compensation	24
Director Fees	24
2020 Director Compensation	25
Directors’ Alignment with Shareholders; Stock Ownership Guidelines	25
Prohibitions Against Short Sales, Hedging, Margin Accounts and Pledging	26
Corporate Governance	27
Corporate Governance Summary	27
Board Independence	28
Leadership Structure	28
Director Nominating Procedures	29
Director Terms	29
Voting for Directors	29
Board’s Role in Risk Oversight	30
Executive Sessions	30
Security Holder Communications with Directors	30
Annual Meeting Attendance	30
Board Committees	31
Summary	31
Audit Committee	31
Compensation Committee	31
Executive Committee	32
Nominating and Governance Committee	32
Security Ownership Of Certain Beneficial Owners And Management	33
Beneficial Ownership of More Than Five Percent	33
Director and Executive Officer Stock Ownership	34
Delinquent Section 16(a) Reports	35
Non-Binding, Advisory Vote On Compensation Of Our Named Executive Officers (Proposal 2)	36
Compensation Discussion And Analysis (“CD&A”)	37
Executive Compensation Overview	37
2020 Highlights	37
Key Features Of Our Executive Compensation Program	38
2020 Compensation Objectives	40
2020 Compensation Decisions	41
Executive Officer Stock Ownership Guidelines	46
Other Compensation Practices And Policies	47
Summary Compensation Table	48
Outstanding Equity Awards At Fiscal Year-End	49
Retirement Benefits	52
Potential Payments Upon Termination, Resignation Or Change In Control	53
Report Of The Compensation Committee	54

Certain Relationships And Related Transactions	55
Report Of The Audit Committee	55
Approval Of The Amendment And Restatement Of The 2016 Omnibus Incentive Plan (Proposal 3)	57
Ratification Of The Appointment Of BDO USA, LLP As The Independent Registered Public Accounting Firm For 2021 (Proposal 4)	64
Shareholder Proposals For 2022	65
Householding Of Proxy Materials	65
References To Our Website Address	65
Incorporation By Reference	65
Other Matters	65
Appendix A: Additional Information Regarding Participants in the Solicitation	66
Annex I: Ampco-Pittsburgh Corporation 2016 Omnibus Incentive Plan (As Amended and Restated)	69

Name		Title (as of last day of 2020)
J. Brett McBrayer		Chief Executive Officer
Michael G. McAuley		Senior Vice President, Chief Financial Officer and Treasurer
Rose Hoover		President and Chief Administrative Officer