Proposal 1:
Election of Directors
Carpenter Technology has a strong Board, bringing diverse experience and perspectives in areas vital to our business as a global leader in high-performance, specialty alloy materials and process solutions for critical applications in the aerospace and defense, medical, energy, transportation, and industrial and consumer end-use markets.
Our Board is currently comprised of ten directors that serve in three classes, with each class serving for three-year terms. The term of office of one class of directors expires each year at the Annual Meeting. Dr. A. John Hart, Kathleen Ligocki and Ramin Younessi have been re-nominated for election at the 2024 Annual Meeting of Stockholders to serve for an additional term. If elected, their terms will expire at the 2027 Annual Meeting.
Unless otherwise directed by the stockholders, the shares represented by proxies will be voted for the three nominees. Each nominee has consented to being nominated as a director and is expected to serve as a director if elected.
Majority voting standard: Generally, directors will be elected by a majority of the votes cast. In the event of a contested election, where the number of candidates exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.
Resignation policy: If an incumbent director fails to obtain the required majority vote in an uncontested election, that director must promptly tender a resignation to the Board. The Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation. The Board will then decide whether to accept or reject the resignation and publicly disclose its decision within 90 days following certification of the election results.
Mandatory retirement policy: All non-management directors must retire at the Annual Meeting of Stockholders that occurs after the director attains age 75, unless the Board determines there are extraordinary circumstances that warrant a longer tenure. A management director (officer of Carpenter Technology) must retire from the Board at the Annual Meeting of Stockholders that occurs after the management director attains age 65, unless otherwise provided by resolution of the Board.
Nomination Process and Criteria for Selection
The Board’s Corporate Governance Committee is responsible for identifying and recommending qualified individuals to become members of the Board of Directors. Candidates are considered for nomination based upon various criteria, including their general training and experience in business, science, engineering, finance or administration, and their personal integrity and judgment. The Corporate Governance Committee will review and consider any candidates for director recommended by a stockholder of record who is entitled to vote at an annual meeting and who satisfies the notice, information and consent provisions set forth in Carpenter Technology’s By-Laws. The Corporate Governance Committee will use the same evaluation criteria and process for director nominees recommended by stockholders as it uses for other director nominees. The Corporate Governance Committee functions pursuant to a written charter that was adopted and is reviewed annually by the Board. A copy of the charter is posted on Carpenter Technology’s website at https://ir.carpentertechnology.com/governance/committee-charters.
In evaluating candidates to recommend to the Board of Directors, the Corporate Governance Committee considers whether a candidate enhances the diversity of the Board. The Corporate Governance Committee considers a number of characteristics, including each candidate’s professional background and capabilities, knowledge of specific industries, and experience working outside the United States. We believe the foremost responsibility of a Carpenter Technology director is to represent the interests of stockholders, which requires directors to have time available to devote to Board activities. Accordingly, Carpenter Technology seeks to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company. Carpenter Technology believes there should be mostly independent directors on the Board, and it is our policy to avoid nominating outside professionals, such as lawyers, investment bankers, or accountants, whose firms provide services to the Company.
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| 10 |
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CARPENTER TECHNOLOGY 2024 PROXY STATEMENT |
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| Corporate Governance • Transactions with Related Parties |
Any stockholder who wishes to interact with the Board directly should send a request to our Chief Governance Officer, who will work with the Corporate Governance Committee to arrange appropriate interactions. Stockholders can contact Mr. Dee at jdee@cartech.com or 610-208-3423. Also, stockholders can contact Mr. Huyette at jhuyette@cartech.com or 610-208-2061 regarding Investor Relations matters.
How to Communicate with our Board of Directors
Stockholders can communicate with the Board of Directors by sending a letter addressed to Carpenter Technology’s Board of Directors, c/o Corporate Secretary, 1735 Market Street, 15th Floor, Philadelphia, PA 19103. Carpenter Technology’s Corporate Secretary will review the correspondence and forward it to the Chairman of the Board or to the Chair of the appropriate Board committee or to any individual director or directors to whom the communication may be specifically directed. If the communication is unduly hostile, threatening or illegal, does not reasonably relate to Carpenter Technology or its business, or is similarly inappropriate, the Corporate Secretary will not forward the communication, and will notify the sender if and as appropriate. Stockholders and other interested parties may also communicate with the non-employee directors, the non-executive Chairman, or the Audit/Finance Committee by sending an email to boardauditcommittee@cartech.com.
Transactions with Related Parties
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| A “related party transaction” is a transaction with Carpenter Technology in an amount exceeding $120,000 in which a related person has a direct or indirect material interest. A related person includes an executive officer, director, or five percent stockholder of Carpenter Technology and any immediate family member of such a person. If Carpenter Technology’s management identifies a related party transaction, the transaction is brought to the attention of the Audit/Finance Committee for its approval, revision, or rejection after considering all the relevant facts and circumstances. |
Any proposed transactions with executive officers, directors, substantial stockholders, or the family members or affiliates of any of those parties, require approval by the Audit/Finance Committee and will be disclosed as required by the SEC. Carpenter Technology’s Code of Business Conduct and Ethics requires that Carpenter Technology’s officers and directors avoid conflicts of interest, as well as the appearance of conflicts of interest, and disclose to Carpenter Technology’s General Counsel any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest between private interests and the interests of the Company. Carpenter Technology checks for any potential related party transactions primarily by circulating a Directors and Officers Questionnaire to each member of the Board of Directors and each NEO annually.
Fiscal Year 2024 Related Party Transactions
There were no related party transactions during fiscal year 2024.
Compensation Committee Interlocks and Insider Participation
No member of the Human Capital Management Committee was a current or former officer or an employee of Carpenter Technology or any of its subsidiaries during fiscal year 2024, or had any relationship requiring disclosure by Carpenter Technology under the SEC’s proxy rules.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Carpenter Technology’s directors and executive officers, and persons that own more than 10% of Carpenter Technology common stock, to file with the SEC and the NYSE reports of ownership and changes in ownership. Directors, executive officers, and greater than 10% stockholders are required by SEC regulations to give Carpenter Technology copies of all Section 16(a) forms they file.
Based solely on the review of the reports furnished to Carpenter Technology and other company records or information otherwise provided, Carpenter Technology believes that all applicable Section 16(a) reports were timely filed by its directors, executive officers, and more than 10% stockholders during fiscal year 2024.
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| 24 |
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CARPENTER TECHNOLOGY 2024 PROXY STATEMENT |
Proposal 2:
Ratification of Appointment of Independent
Registered Public Accounting Firm
The Audit/Finance Committee has selected PricewaterhouseCoopers LLP (“PwC”) to serve as Carpenter Technology’s independent registered public accounting firm for fiscal year 2025. The Board proposes that the Company’s stockholders ratify this appointment. PwC, or one of its predecessor firms, has served as Carpenter Technology’s independent registered public accounting firm since 1918. The Audit/Finance Committee and the Board of Directors believe PwC is well qualified to act in this capacity. A representative of PwC is expected to attend the Annual Meeting of Stockholders and be available to respond to appropriate questions from stockholders.
Vote Required for Ratification
The affirmative vote of a majority of the shares in person or represented by proxy at the meeting and entitled to vote is required to ratify the appointment of PwC as the Company’s independent registered public accounting firm.
Audit Fees
The aggregate fees billed by PwC for professional services rendered for the annual audit of Carpenter Technology’s consolidated financial statements and internal control over financial reporting for fiscal year 2024, the reviews of the financial statements included in Carpenter Technology’s quarterly reports on Form 10-Q, audit and attestation services related to statutory or regulatory filings required by certain foreign locations, issuance of comfort letters, and review of registration statements, were $2,290,000 in fiscal year 2024 as compared to $2,085,000 in fiscal year 2023.
Audit-Related Fees
PwC billed $10,000 in audit-related fees in fiscal year 2024, the same as those in fiscal year 2023. The fees in both fiscal year 2024 and 2023 were related to agreed-upon procedures related to Carpenter Technology’s compliance with certain federal and state environmental reporting requirements.
Tax Fees
The aggregate fees billed by PwC for tax services were $530,000 for fiscal year 2024, compared to $590,000 in fiscal year 2023. Fees in both fiscal years were primarily for domestic and international tax compliance services and other tax projects.
All Other Fees
The aggregate fees billed by PwC for all other services were $2,000 in fiscal year 2024, compared to $3,000 in fiscal year 2023. The fiscal year 2024 and 2023 fees are for subscriptions to certain PwC reference tools.
Pre-Approval Policies and Procedures for Audit and Non-Audit Services
Policy Statement
The Audit/Finance Committee is required to specifically pre-approve the audit and non-audit services performed by the independent auditor to ensure that such services do not impair the auditor’s independence.
Delegation
The Chairman of the Audit/Finance Committee has the Committee’s delegated authority to pre-approve requests for services that were not approved at a scheduled meeting. The Chairman reports any pre-approval decisions to the Audit/Finance Committee at its next scheduled meeting. All services, regardless of fee amounts, are subject to restrictions to ensure the services will not impair the independence of the auditor. In addition, all fees are subject to ongoing monitoring by the Audit/Finance Committee.
Audit Services
The annual audit services engagement terms and fees are subject to the specific pre-approval of the Audit/Finance Committee. The Committee must approve any changes in terms, conditions and fees resulting from changes in audit scope. In addition to the annual audit services engagement, the Audit/Finance Committee may grant pre-approval for other audit services, which are those services that only the independent auditor reasonably can provide.
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| CARPENTER TECHNOLOGY 2024 PROXY STATEMENT |
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35 |
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| Compensation Discussion and Analysis • Executive Compensation Practices |
Severance and Employment Arrangements
Carpenter Technology maintains an executive severance plan to address certain terminations in the absence of a Change in Control. In addition, the Company also maintains a Change-in-Control Severance Plan, which provides certain payments and benefits in the event of a termination of employment in connection with a Change in Control. These plans are discussed in more detail in the “Potential Payments Upon Termination of Employment” section of this Proxy.
Pension and Other Post-Employment Benefits
Defined benefit pension plans and other related post-employment benefits are not a significant part of the overall compensation program. Our plans and benefits of this type are largely legacy programs closed to new participants.
The General Retirement Plan for Employees of Carpenter Technology Corporation (“GRP”) is a tax-qualified plan that generally provides retirement benefits to employees at age 65 (with five years of service), from age 55 (with ten years of service), or at any age with 30 years of service. For most employees, these benefits are based on either:
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A fixed dollar amount for each year of service; or |
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• |
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the employee’s highest average annual earnings multiplied by 1.3% for each of the first 20 years of service, and |
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• |
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the employee’s highest average annual earnings multiplied by 1.4% for each year of service over 20. |
This average is calculated from the highest five annual periods (within the last 20 years) ending on the earlier of the date of termination or the GRP’s freeze. For purposes of this calculation, “earnings” generally means the gross amount of wages shown on Form W-2.
The GRP was closed to new hires and rehires effective January 1, 2012, and therefore does not apply to Messrs. Thene, Malloy and Akins. Benefits under the GRP, including Messrs. Lain’s and Dee’s benefits, were frozen as of December 31, 2016.
Carpenter Technology has a restoration plan for those participants whose benefits under the GRP are reduced by limitations under the Code.
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The Benefits Restoration Plan (“BRP”) restores any benefits lost due to Code limitations on compensation and annual benefit limits under the GRP that may be considered in the calculation of benefits under the GRP. |
In general, benefits under the BRP were subject to the same administrative rules as the GRP.
Effective December 31, 2016, all benefit and service accruals were frozen for all BRP participants.
The Health Protection Account (“HPA”) provides retiree medical benefits for certain employees, including NEOs, who are eligible to receive an immediate retirement benefit from the GRP upon termination of employment. The benefits are equal to monthly credits that participants can use to pay for qualified medical expenses. The monthly credits are generally determined at retirement by multiplying a participant’s “earned percentage” (3% per year of continuous service) by the applicable premiums for the Carpenter Technology sponsored retiree medical plan in the year of retirement and vary before and after the age at which a participant or the participant’s dependents are eligible for Medicare. Monthly credits are capped at $528 per month pre-Medicare and $338 per month post-Medicare for single coverage, and at $922 per month pre-Medicare and $593 per month post-Medicare for family coverage, provided that monthly credits generally may not actually be less than 50% nor more than 90% of the capped amount. The HPA was closed to new hires effective January 1, 2012, and therefore does not apply to Messrs. Thene, Malloy and Akins.
Carpenter Technology also provides retiree life insurance benefits for some employees, including NEOs, who are eligible to receive an immediate retirement benefit from the GRP upon termination of employment. The face amount of the retiree life insurance benefit is equal to $5,000.
Benefits for NEOs under the above plans are discussed in detail in the “Executive Compensation” section of this Proxy Statement.
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| 62 |
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CARPENTER TECHNOLOGY 2024 PROXY STATEMENT |
General Information
Why We Solicit Proxies
Carpenter Technology’s Board of Directors is soliciting proxies so that every stockholder will have an opportunity to vote during the Annual Meeting—even those who cannot attend the Annual Meeting in person. You are being asked to vote on three proposals:
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The election of three directors, Dr. A. John Hart, Kathleen Ligocki and Ramin Younessi, each to a three-year term that will expire in 2027; |
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Ratification of the appointment of PricewaterhouseCoopers LLP as Carpenter Technology’s independent registered public accounting firm to perform its integrated audit for fiscal year 2025; and |
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Approval of the compensation of Carpenter Technology’s Named Executive Officers (“Say-on-Pay”), in an advisory vote. |
Method and Cost of Solicitation
Carpenter Technology will pay the cost of preparing, assembling, and delivering the Notice of Annual Meeting, Proxy Statement, and proxy card. Directors, officers, and other employees of Carpenter Technology may solicit proxies in person or by telephone without additional compensation. The Company has also hired Georgeson Inc. to assist with the solicitation of proxies for a fee of $13,500. Brokers and persons holding shares for the benefit of others may incur expenses in forwarding proxies and accompanying materials and in obtaining permission from beneficial owners to execute proxies. On request, Carpenter Technology will reimburse those expenses.
Who Can Vote
Stockholders who were record owners of Carpenter Technology common stock at the close of business on August 8, 2024, which is the record date for the Annual Meeting, may vote at the Annual Meeting. On August 8, 2024, there were 49,947,498 shares of Carpenter Technology common stock issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote.
Each participant in the Carpenter Technology Corporation 401(k) Retirement Plan or the Latrobe Company 401(k) Retirement Plan may direct The Vanguard Group, as trustee, how to vote the shares credited to the participant’s account. Vanguard will vote the shares as directed and will treat any such directions it receives as confidential. Vanguard will vote any blank proxies or any shares for which no direction is received in the same proportion or manner as the directed shares. Vanguard must receive voting instructions no later than Wednesday, October 2, 2024.
How to Vote
You may vote in one of four ways
VOTE ONLINE
If your shares are held in the name of a broker, bank, or other nominee: Vote your Carpenter Technology shares by accessing the website address given on the proxy card you received from your broker, bank, or other nominee. You will need the control number that appears on your proxy card when you access the web page.
If your shares are registered in your name: Vote your Carpenter Technology shares by visiting the website www.proxyvote.com and following the on-screen instructions. You will need the control number that appears on your proxy card when you access the web page.
VOTE BY TELEPHONE
If your shares are held in the name of a broker, bank, or other nominee: Vote your Carpenter Technology shares by following the telephone voting instructions, if any, provided on the proxy card you received from such broker, bank, or other nominee.
If your shares are registered in your name: Vote your Carpenter Technology shares by calling toll-free 1-800-690-6903 and following the instructions, which will lead you through the voting process. You will need the control number that appears on your proxy card when you call.
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| CARPENTER TECHNOLOGY 2024 PROXY STATEMENT |
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85 |
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| General Information • Broker Non-Votes and Abstentions |
VOTE BY RETURNING YOUR PROXY CARD BY MAIL
You may vote by signing and returning your proxy card by mail. Stockholders of record receive the proxy materials, including a proxy card, from Carpenter Technology. Stockholders who beneficially own their shares through a bank or brokerage firm in “street name” will receive the proxy materials, together with a voting instruction form, from their bank or broker. The proxy holders will vote your shares according to your directions. If you sign and return your proxy card without specifying choices, your shares will be voted as recommended by the Board of Directors. If you are a stockholder of record, unless you tell us to vote differently, we plan to vote signed and returned proxies for the nominees for director; to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025; and to approve the compensation of Carpenter Technology’s named executive officers in an advisory vote.
Stockholders who hold their shares in street name should refer to “Broker Non-Votes and Abstentions” below for information about how their shares will be voted on any matter for which they do not provide instructions to their bank or broker.
If you wish to give a proxy to someone other than those designated on the proxy card, you may do so by crossing out the names of the designated proxies and inserting the name of another person. The person representing you should then present your signed proxy card at the meeting.
VOTE BY BALLOT AT THE MEETING
You may attend the Annual Meeting and vote at the meeting. This year’s annual meeting will be held entirely online and will allow greater participation. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/CRS2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice, on your proxy card or on the instructions that accompany your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record may also be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.
Broker Non-Votes and Abstentions
A broker non-vote occurs when the bank or brokerage firm holding shares on behalf of a stockholder does not receive timely voting instructions from the beneficial owner of the shares and does not have discretionary authority to vote those shares on specified matters.
If you are a beneficial owner and hold your shares in street name, and you do not give your broker or other nominee instructions on how to vote your shares with respect to the election of directors (Proposal 1) or the advisory vote on executive compensation (Proposal 3), no votes will be cast on your behalf with respect to those proposals.
Your broker or nominee will be permitted to exercise discretionary authority to vote your shares to ratify our selection of PwC as our independent registered public accounting firm (Proposal 2) if you do not give voting instructions with respect to that proposal. As a result, we do not expect any broker non-votes to Proposal 2.
With respect to the election of directors (Proposal 1), abstentions and broker non-votes are not considered votes cast for a nominee, and will therefore have no effect on the vote for such nominee. Withholding authority to vote for a director will have the effect of a vote against such nominee.
Broker non-votes will have no effect on the outcome of Proposal 3 because brokerage firms do not have the authority to vote customers’ unvoted shares held in street name on this proposal and, therefore, they are not entitled to vote on such proposal. With respect to Proposals 2 and 3, an abstention will have the same effect as a vote against such proposal.
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| 86 |
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CARPENTER TECHNOLOGY 2024 PROXY STATEMENT |
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| General Information • Quorum and Required Votes |
Quorum and Required Votes
We need a quorum of stockholders to conduct business at the Annual Meeting. A quorum will be present if the holders of at least a majority of the outstanding shares entitled to vote on any proposal either attend or are represented by proxy at the Annual Meeting. Broker non-votes and votes withheld (abstentions) are counted as present for the purpose of establishing a quorum.
Carpenter Technology’s By-Laws and Delaware law govern the vote needed to approve the proposals. Assuming the presence of a quorum, directors may be elected by a majority of the votes cast for each nominee, and Proposals 2 and 3, as well as any other proposals properly presented at the Annual Meeting may be approved by a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on such proposal.
If You Change Your Mind After Voting
You can revoke your proxy at any time before it is voted at the Annual Meeting. You can write to Carpenter Technology’s Corporate Secretary at 1735 Market Street, 15th Floor, Philadelphia, PA 19103, stating that you wish to revoke your proxy and that you need another proxy card. More simply, you can vote again, either over the Internet or by telephone. Your last vote is the vote that will be counted. If you attend the Annual Meeting, you may vote at the meeting which will cancel your previous proxy vote.
Stockholder Nominations to the Board of Directors
Under Carpenter Technology’s By-Laws, in order to nominate a person for election at the 2025 Annual Meeting of Stockholders, you must provide written notice of your proposed nomination to the Corporate Secretary at Carpenter Technology’s headquarters, 1735 Market Street, 15th Floor, Philadelphia, PA 19103, between June 9, 2025, and July 9, 2025. Your notice must contain your name, address, and the number of shares of Carpenter Technology stock you own, in addition to the other information required in our By-Laws, together with a signed statement from the person recommended for nomination indicating that he or she consents to be considered as a nominee and will serve as a director if elected.
Carpenter Technology may require any proposed nominee to furnish other information reasonably necessary to determine the person’s eligibility to serve as a director. Only individuals nominated in accordance with Carpenter Technology’s By-Laws and applicable Delaware law are eligible for election as a director.
2025 Stockholder Proposals
If you wish to include a proposal in the Proxy Statement for the 2025 Annual Meeting of Stockholders, we must receive your written proposal no later than May 16, 2025. The proposal should be mailed by certified mail, return receipt requested, and must comply in all respects with applicable rules and regulations of the SEC, the laws of the State of Delaware, and Carpenter Technology’s By-Laws. Stockholder proposals may be mailed to the Corporate Secretary, Carpenter Technology Corporation, 1735 Market Street, 15th Floor, Philadelphia, PA 19103.
Under Carpenter Technology’s By-Laws, stockholder proposals that are not included in the proxy materials may be presented at the 2025 Annual Meeting of Stockholders only if they meet the above requirements and the Corporate Secretary is notified in writing of the proposals between June 9, 2025, and July 9, 2025. For each matter that you wish to bring before the meeting, you must provide the information required in Carpenter Technology’s By-Laws.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with our By-Laws and Rule 14a-19 under the Securities Exchange Act of 1934, as amended.
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| CARPENTER TECHNOLOGY 2024 PROXY STATEMENT |
|
87 |
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay versus Performance Table
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Value of Initial Fixed $100
Investment Based On: |
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Stated in Millions |
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Summary Compensation Table Total for CEO (1) |
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Compensation Actually Paid to CEO (2) |
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Average Summary Compensation Table Total for Non-CEO NEOs (3) |
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Average Compensation Actually Paid to Non-CEO NEOs (4) |
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Adjusted Operating Income (Loss) (8) |
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2023 |
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6,432,797 |
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16,151,965 |
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1,578,747 |
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3,196,820 |
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120 |
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153 |
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56 |
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133 |
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2022 |
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4,814,008 |
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1,682,799 |
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1,253,777 |
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752,362 |
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83 |
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147 |
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(49 |
) |
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(4 |
) |
2021 |
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5,019,390 |
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9,304,822 |
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1,306,967 |
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1,947,116 |
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136 |
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210 |
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(230 |
) |
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(106 |
) |
| (1) |
Column (b) reflects compensation amounts reported in the Summary Compensation Table (“SCT”) for our CEO, Tony Thene, for the respective years shown. |
| (2) |
CAP reflects column (b), with certain adjustments as detailed in the table below, in accordance with SEC rules. The dollar amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s CEO during the applicable year. For information regarding the decisions made by our Human Capital Management Committee with regard to the CEO’s compensation for each fiscal year, please see the CD&A section of the Proxy Statements reporting pay for the fiscal years covered in the table above. |
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| Fiscal Year |
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2024 ($) |
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2023 ($) |
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2022 ($) |
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2021 ($) |
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Minus stock and option award values reported in the SCT for the covered fiscal year |
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(4,000,077 |
) |
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(3,785,070 |
) |
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(3,285,016 |
) |
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(2,900,812 |
) |
Plus Fair Value (“FV”) for stock and option awards granted in the covered fiscal year |
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8,677,531 |
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6,512,582 |
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2,566,045 |
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5,262,546 |
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Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year |
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6,436,255 |
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3,587,119 |
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(472,703 |
) |
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651,157 |
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Change in FV of outstanding unvested stock and option awards from prior fiscal years |
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7,795,314 |
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3,404,537 |
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(1,939,535 |
) |
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1,272,541 |
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Less FV of stock and option awards forfeited during the covered fiscal year |
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0 |
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0 |
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0 |
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0 |
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Less aggregate change in actual present value of accumulated benefits under pension plans |
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0 |
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0 |
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0 |
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0 |
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Plus aggregate service costs and prior service costs for pension plans |
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0 |
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0 |
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0 |
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0 |
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Compensation Actually Paid |
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|
|
| Equity Valuations for CEO and Non-CEO NEOs: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date. Adjustments have been made using stock option fair values as of each measurement date using 1) the stock price as of the measurement date, and 2) updated assumptions (i.e., term, volatility, dividend yield, and risk-free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price as of the grant date, assuming target performance. Adjustments have been made using the stock price and estimated attainment as of the measurement date. Time-based restricted stock unit grant date fair values are calculated using the stock price as of the grant date. Adjustments have been made using the stock price as of the measurement date.
| (3) |
The dollar amounts shown reflect the average of the compensation amounts reported in the SCT for the following non-CEO NEOs for each respective fiscal year shown: |
| |
◾ |
|
Fiscal year 2024: Timothy Lain, Brian J. Malloy, James D. Dee, and Marshall D. Akins |
| |
◾ |
|
Fiscal year 2023: Timothy Lain, Brian J. Malloy, James D. Dee, and David Graf |
| |
◾ |
|
Fiscal year 2022: Timothy Lain, Brian J. Malloy, James D. Dee, and David Graf |
| |
◾ |
|
Fiscal year 2021: Timothy Lain, Brian J. Malloy, James D. Dee, and Joseph E. Haniford |
| (4) |
CAP reflects column (d), with certain adjustments as detailed in the table below, in accordance with SEC rules. The dollar amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily reflect compensation actually earned, realized or received by the Company’s non-CEO NEOs during the applicable year. For information regarding the decisions made by our Human Capital Management Committee with regard to the non-CEO NEOs’ compensation for each fiscal year, please see the CD&A sections of the Proxy Statements reporting pay for the fiscal years covered in the table above. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fiscal Year |
|
2024 ($) |
|
|
2023 ($) |
|
|
2022 ($) |
|
|
2021 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus stock and option award values reported in the SCT for the covered fiscal year |
|
|
(875,068 |
) |
|
|
(625,016 |
) |
|
|
(593,780 |
) |
|
|
(495,029 |
) |
Plus FV for stock and option awards granted in the covered fiscal year |
|
|
1,898,320 |
|
|
|
1,075,403 |
|
|
|
463,822 |
|
|
|
898,062 |
|
Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year |
|
|
1,016,301 |
|
|
|
566,477 |
|
|
|
(69,370 |
) |
|
|
76,664 |
|
Change in FV of outstanding unvested stock and option awards from prior fiscal years |
|
|
1,258,291 |
|
|
|
601,209 |
|
|
|
(302,087 |
) |
|
|
161,197 |
|
Less FV of stock and option awards forfeited during the covered fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Less aggregate change in actual present value of accumulated benefits under pension plans |
|
|
(8,083 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(745 |
) |
Plus aggregate service costs and prior service costs for pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (5) |
Reflects the five-year cumulative TSR of Carpenter Technology Corporation for the measurement periods ending on June 30 of each of 2024, 2023, 2022 and 2021, respectively. TSR represents the cumulative investment return of an initial fixed $100 investment in the company’s common stock, assuming reinvestment of all dividends. The company’s TSR as reflected in the table above may not be indicative of future performance. |
| (6) |
Reflects the five-year cumulative TSR of the Russell RSCC Materials & Processing Growth Index (“Peer Group TSR”) for the measurement periods ending on June 30 of each of 2024, 2023, 2022 and 2021. Peer Group TSR represents the cumulative investment return of an initial fixed $100 investment in the Russell RSCC Materials & Processing Growth Index, assuming reinvestment of all dividends. |
| (7) |
Reflects Net Income (Loss) reported in the Company’s Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended June 30, 2024, 2023, 2022 and 2021. |
| (8) |
Company-selected measure is Adjusted Operating Income (Loss), which is Net Sales minus Operating Expenses (includes cost of sales, and selling, general and administrative expenses), excluding special items. |
|
|
|
|
| Company Selected Measure Name |
Adjusted Operating Income (Loss)
|
|
|
|
| Named Executive Officers, Footnote |
| |
◾ |
|
Fiscal year 2024: Timothy Lain, Brian J. Malloy, James D. Dee, and Marshall D. Akins |
| |
◾ |
|
Fiscal year 2023: Timothy Lain, Brian J. Malloy, James D. Dee, and David Graf |
| |
◾ |
|
Fiscal year 2022: Timothy Lain, Brian J. Malloy, James D. Dee, and David Graf |
| |
◾ |
|
Fiscal year 2021: Timothy Lain, Brian J. Malloy, James D. Dee, and Joseph E. Haniford |
|
|
|
|
| Peer Group Issuers, Footnote |
Peer Group TSR represents the cumulative investment return of an initial fixed $100 investment in the Russell RSCC Materials & Processing Growth Index, assuming reinvestment of all dividends.
|
|
|
|
| PEO Total Compensation Amount |
$ 7,323,374
|
$ 6,432,797
|
$ 4,814,008
|
$ 5,019,390
|
| PEO Actually Paid Compensation Amount |
$ 26,232,397
|
16,151,965
|
1,682,799
|
9,304,822
|
| Adjustment To PEO Compensation, Footnote |
| (2) |
CAP reflects column (b), with certain adjustments as detailed in the table below, in accordance with SEC rules. The dollar amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s CEO during the applicable year. For information regarding the decisions made by our Human Capital Management Committee with regard to the CEO’s compensation for each fiscal year, please see the CD&A section of the Proxy Statements reporting pay for the fiscal years covered in the table above. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fiscal Year |
|
2024 ($) |
|
|
2023 ($) |
|
|
2022 ($) |
|
|
2021 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus stock and option award values reported in the SCT for the covered fiscal year |
|
|
(4,000,077 |
) |
|
|
(3,785,070 |
) |
|
|
(3,285,016 |
) |
|
|
(2,900,812 |
) |
Plus Fair Value (“FV”) for stock and option awards granted in the covered fiscal year |
|
|
8,677,531 |
|
|
|
6,512,582 |
|
|
|
2,566,045 |
|
|
|
5,262,546 |
|
Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year |
|
|
6,436,255 |
|
|
|
3,587,119 |
|
|
|
(472,703 |
) |
|
|
651,157 |
|
Change in FV of outstanding unvested stock and option awards from prior fiscal years |
|
|
7,795,314 |
|
|
|
3,404,537 |
|
|
|
(1,939,535 |
) |
|
|
1,272,541 |
|
Less FV of stock and option awards forfeited during the covered fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Less aggregate change in actual present value of accumulated benefits under pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Plus aggregate service costs and prior service costs for pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,108,314
|
1,578,747
|
1,253,777
|
1,306,967
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,398,075
|
3,196,820
|
752,362
|
1,947,116
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
CAP reflects column (d), with certain adjustments as detailed in the table below, in accordance with SEC rules. The dollar amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily reflect compensation actually earned, realized or received by the Company’s non-CEO NEOs during the applicable year. For information regarding the decisions made by our Human Capital Management Committee with regard to the non-CEO NEOs’ compensation for each fiscal year, please see the CD&A sections of the Proxy Statements reporting pay for the fiscal years covered in the table above. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fiscal Year |
|
2024 ($) |
|
|
2023 ($) |
|
|
2022 ($) |
|
|
2021 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus stock and option award values reported in the SCT for the covered fiscal year |
|
|
(875,068 |
) |
|
|
(625,016 |
) |
|
|
(593,780 |
) |
|
|
(495,029 |
) |
Plus FV for stock and option awards granted in the covered fiscal year |
|
|
1,898,320 |
|
|
|
1,075,403 |
|
|
|
463,822 |
|
|
|
898,062 |
|
Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year |
|
|
1,016,301 |
|
|
|
566,477 |
|
|
|
(69,370 |
) |
|
|
76,664 |
|
Change in FV of outstanding unvested stock and option awards from prior fiscal years |
|
|
1,258,291 |
|
|
|
601,209 |
|
|
|
(302,087 |
) |
|
|
161,197 |
|
Less FV of stock and option awards forfeited during the covered fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Less aggregate change in actual present value of accumulated benefits under pension plans |
|
|
(8,083 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
(745 |
) |
Plus aggregate service costs and prior service costs for pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Valuation Assumption Difference, Footnote |
Equity Valuations for CEO and Non-CEO NEOs: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date. Adjustments have been made using stock option fair values as of each measurement date using 1) the stock price as of the measurement date, and 2) updated assumptions (i.e., term, volatility, dividend yield, and risk-free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price as of the grant date, assuming target performance. Adjustments have been made using the stock price and estimated attainment as of the measurement date. Time-based restricted stock unit grant date fair values are calculated using the stock price as of the grant date. Adjustments have been made using the stock price as of the measurement date.
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
| Tabular List, Table |
|
|
|
|
|
Measure |
|
Nature |
|
Explanation |
|
|
|
Adjusted Operating Income |
|
Financial |
|
Net Sales minus Operating Expenses (includes cost of sales, and selling, general, and administrative expenses), excluding specials items. |
|
|
|
Adjusted Free Cash Flow |
|
Financial |
|
Cash flows provided from operating activities, less: ▶ cash paid for purchases of property, plant, equipment and software, and acquisitions of businesses; plus: ▶ cash received from the disposal of property, plant, and equipment. |
|
|
|
Adjusted EBITDA |
|
Financial |
|
Earnings before interest, taxes, depreciation, and amortization adjusted for special items. |
|
|
|
Safety |
|
Non-Financial |
|
Emphasizes that our employees’ safety is our top priority. The metric is composed of closed hand and strains/sprains intensity-related actions during the current fiscal year and their improvement rate relative to the prior fiscal year. |
|
|
|
|
| Total Shareholder Return Amount |
$ 255
|
120
|
83
|
136
|
| Peer Group Total Shareholder Return Amount |
155
|
153
|
147
|
210
|
| Net Income (Loss) |
$ 187,000,000
|
$ 56,000,000
|
$ (49,000,000)
|
$ (230,000,000)
|
| Company Selected Measure Amount |
354,000,000
|
133,000,000
|
(4,000,000)
|
(106,000,000)
|
| PEO Name |
Tony Thene
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Operating Income
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted Free Cash Flow
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EBITDA
|
|
|
|
| Measure:: 4 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Safety
|
|
|
|
| PEO | stock and option award values reported in the SCT for the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (4,000,077)
|
$ (3,785,070)
|
$ (3,285,016)
|
$ (2,900,812)
|
| PEO | FV for stock and option awards granted in the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
8,677,531
|
6,512,582
|
2,566,045
|
5,262,546
|
| PEO | Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
6,436,255
|
3,587,119
|
(472,703)
|
651,157
|
| PEO | Change in FV of outstanding unvested stock and option awards from prior fiscal years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
7,795,314
|
3,404,537
|
(1,939,535)
|
1,272,541
|
| PEO | FV of stock and option awards forfeited during the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | aggregate change in actual present value of accumulated benefits under pension plans [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | aggregate service costs and prior service costs for pension plans [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | stock and option award values reported in the SCT for the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(875,068)
|
(625,016)
|
(593,780)
|
(495,029)
|
| Non-PEO NEO | FV for stock and option awards granted in the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,898,320
|
1,075,403
|
463,822
|
898,062
|
| Non-PEO NEO | Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,016,301
|
566,477
|
(69,370)
|
76,664
|
| Non-PEO NEO | Change in FV of outstanding unvested stock and option awards from prior fiscal years [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,258,291
|
601,209
|
(302,087)
|
161,197
|
| Non-PEO NEO | FV of stock and option awards forfeited during the covered fiscal year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | aggregate change in actual present value of accumulated benefits under pension plans [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(8,083)
|
0
|
0
|
(745)
|
| Non-PEO NEO | aggregate service costs and prior service costs for pension plans [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ 0
|