CARPENTER TECHNOLOGY CORP
For the period ended Oct 6, 2026. Filed Sep 11, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 6, 2026 · Filed Sep 11, 2026
Contents
Pay versus Performance Table
| Value of Initial Fixed $100Investment Based On: · Stated in Millions | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year(a) | SummaryCompensationTable Total forCEO(1)($)(b) | CompensationActually Paidto CEO(2)($)(c) | AverageSummaryCompensationTable Total forNon-CEONEOs(3)($)(d) | AverageCompensationActually Paidto Non-CEONEOs(4)($)(e) | CarpenterTechnologyTSR(5)($)(f) | Peer GroupTSR(6)($)(g) | Net Income(Loss)(7)($)(h) | AdjustedOperatingIncome(Loss)(8)($)(i) |
| 2026 | 12,393,230 | 72,151,374 | 2,737,932 | 14,491,047 | 1,634 | 154 | 530 | 702 |
| 2025 | 8,416,878 | 51,388,770 | 2,456,349 | 10,494,046 | 1,249 | 139 | 376 | 525 |
| 2024 | 7,323,374 | 26,232,397 | 2,108,314 | 5,398,873 | 255 | 155 | 187 | 354 |
| 2023 | 6,432,797 | 16,151,965 | 1,578,747 | 3,196,820 | 120 | 153 | 56 | 133 |
| 2022 | 4,814,008 | 1,682,799 | 1,253,777 | 752,362 | 83 | 147 | (49) | (4) |
(1)
Column (b) reflects compensation amounts reported in the SCT for our CEO, Tony R. Thene, for the respective years shown.
(2)
CAP reflects column (b), with certain adjustments as detailed in the table below, in accordance with SEC rules. The dollar amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s CEO during the applicable year. For information regarding the decisions made by our Human Capital Management Committee with regard to the CEO’s compensation for each fiscal year, please see the CD&A section of the Proxy Statements reporting pay for the fiscal years covered in the table above.
| 84 | CARPENTER TECHNOLOGY 2026 PROXY STATEMENT |
Executive Compensation • Pay versus Performance Table
| Fiscal Year | 2026($) | 2025($) | 2024($) | 2023($) | 2022($) |
|---|---|---|---|---|---|
| CEO | T. Thene | T. Thene | T. Thene | T. Thene | T. Thene |
| SCT Total Compensation | 12,393,230 | 8,416,878 | 7,323,374 | 6,432,797 | 4,814,008 |
| Minus stock and option award values reported in the SCT for the covered fiscal year | (8,250,418) | (4,500,080) | (4,000,077) | (3,785,070) | (3,285,016) |
| Plus Fair Value (“FV”) for stock and option awards granted in the covered fiscal year | 24,382,729 | 9,882,586 | 8,677,531 | 6,512,582 | 2,566,045 |
| Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year | 26,229,081 | 20,716,032 | 6,436,255 | 3,587,119 | (472,703) |
| Change in FV of outstanding unvested stock and option awards from prior fiscal years | 17,396,753 | 16,873,354 | 7,795,314 | 3,404,537 | (1,939,535) |
| Less FV of stock and option awards forfeited during the covered fiscal year | 0 | 0 | 0 | 0 | 0 |
| Less aggregate change in actual present value of accumulated benefits under pension plans | 0 | 0 | 0 | 0 | 0 |
| Plus aggregate service costs and prior service costs for pension plans | 0 | 0 | 0 | 0 | 0 |
| Compensation Actually Paid | 72,151,374 | 51,388,770 | 26,232,397 | 16,151,965 | 1,682,799 |
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.
| CARPENTER TECHNOLOGY 2026 PROXY STATEMENT | 85 |
|---|
Executive Compensation • Pay versus Performance Table
(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 2026: Timothy Lain, Brian J. Malloy, James D. Dee, and Marshall D. Akins
Fiscal year 2025: Timothy Lain, Brian J. Malloy, James D. Dee, and Marshall D. Akins
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
(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 | 2026($) | 2025($) | 2024($) | 2023($) | 2022($) |
|---|---|---|---|---|---|
| Non-CEO NEOs | See (3)above | See (3)above | See (3)above | See (3)above | See (3)above |
| SCT Total Compensation | 2,737,932 | 2,456,349 | 2,108,314 | 1,578,747 | 1,253,777 |
| Minus stock and option award values reported in the SCT for the covered fiscal year | (1,150,390) | (962,613) | (875,068) | (625,016) | (593,780) |
| Plus FV for stock and option awards granted in the covered fiscal year | 3,399,785 | 2,113,984 | 1,898,320 | 1,075,403 | 463,822 |
| Change in FV of stock and option awards from prior fiscal years that vested in the covered fiscal year | 5,770,764 | 3,372,425 | 1,016,301 | 566,477 | (69,370) |
| Change in FV of outstanding unvested stock and option awards from prior fiscal years | 3,740,146 | 3,530,631 | 1,258,291 | 601,209 | (302,087) |
| Less FV of stock and option awards forfeited during the covered fiscal year | 0 | 0 | 0 | 0 | 0 |
| Less aggregate change in actual present value of accumulated benefits under pension plans | (7,977) | (17,531) | (8,083) | 0 | 0 |
| Plus aggregate service costs and prior service costs for pension plans | 788 | 801 | 798 | 0 | 0 |
| Compensation Actually Paid | 14,491,047 | 10,494,046 | 5,398,873 | 3,196,820 | 752,362 |
(5) Reflects the five-year cumulative TSR of Carpenter Technology Corporation for the measurement periods ending on June 30 of each of 2026, 2025, 2024, 2023 and 2022, 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 Index (“Peer Group TSR”) for the measurement periods ending on June 30 of each of 2026, 2025, 2024, 2023 and 2022. Peer Group TSR represents the cumulative investment return of an initial fixed $100 investment in the Russell 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, 2026, 2025, 2024, 2023 and 2022.
(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.
| 86 | CARPENTER TECHNOLOGY 2026 PROXY STATEMENT |
Executive Compensation • Pay versus Performance Table
Relationship between Pay and Performance. The following graphs show (1) the relationship of “compensation actually paid” or “CAP” to our CEO and non-CEO NEOs in 2022, 2023, 2024, 2025 and 2026 to (i) Carpenter Technology’s five-year TSR, (ii) Carpenter Technology’s net income (loss), and (iii) Carpenter Technology’s adjusted operating income (loss); and (2) the relationship between Carpenter Technology’s TSR and the Russell Index TSR.
Compensation actually paid, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on fiscal year-end stock prices, but does not reflect actual amounts paid out for those awards. CAP generally changes due to stock price fluctuations in point in time measurements for required dates and varying levels of achievement against pre-established performance goals. For a discussion of how our Human Capital Management Committee assessed Carpenter Technology’s performance and our NEOs’ pay each year, see the CD&A section in this Proxy Statement and in the Proxy Statements for 2022, 2023, 2024 and 2025.
*Reflects Adjusted Operating Income (Loss) used for bonus attainment purposes.
Item 402(v) of Regulation S-K also requires that we provide the following tabular list of at least three and not more than seven financial performance measures that we have determined are our most important financial performance measures used to link compensation actually paid to the NEOs for the most recently completed fiscal year to the Company’s performance. Listed below are the financial measures which, in our assessment, represent the most important financial performance measures we use to link compensation actually paid to our NEOs in fiscal year 2026 (calculated in accordance with SEC regulations) to Company performance. We have also included in the tabular list below one non-financial performance measure, safety, which we consider to be an important metric used in our pay-for-performance executive compensation program. The role of each of these performance measures on our NEOs’ compensation is discussed in the CD&A section of this Proxy Statement.
| CARPENTER TECHNOLOGY 2026 PROXY STATEMENT | 87 |
|---|
Executive Compensation • Potential Payments Upon Termination of Employment
| 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 comprised of submissions of Opportunities for Improvement based upon targeted submissions for the fiscal year. TCIR is used as a modifier for the safety metric. | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.