Independent
Tenure on this board
14.5 yrs
3 nominees · 3 ballot items.
Stockholders will vote on the election of three directors, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2027, approval of named executive officer compensation in an advisory say-on-pay vote, and any other business properly presented at the meeting.
Elect Steven E. Karol, Charles D. McLane, Jr., and Tony R. Thene to three-year director terms expiring at the 2029 Annual Meeting.
Ratify the Audit/Finance Committee’s appointment of PricewaterhouseCoopers LLP as Carpenter Technology’s independent registered public accounting firm for fiscal year 2027.
Approve, on an advisory and non-binding basis, the compensation paid to Carpenter Technology’s named executive officers as disclosed under the SEC’s compensation disclosure rules.
Proposal 3 asks stockholders to approve, on an advisory and non-binding basis, the compensation paid to Carpenter Technology’s named executive officers. The vote covers the compensation philosophy, policies, practices, Compensation Discussion and Analysis, Summary Compensation Table, and related compensation disclosures in the proxy statement. Management is seeking approval because the annual say-on-pay vote gives stockholders an opportunity to express their views on the Company’s executive compensation program. The Board and Human Capital Management Committee state that they value stockholder opinions even though the vote does not legally bind the Company, the Committee, or the Board. The Company emphasizes a pay-for-performance framework that targets market-median compensation while placing substantial compensation at risk through annual incentives and long-term equity awards. For fiscal year 2026, the CEO’s target mix was described as 51% performance-based, while the other NEOs’ target mix was 47% performance-based. The program uses financial, operational, safety, sustainability, return, and stockholder-value metrics, including adjusted operating income, adjusted free cash flow, adjusted ROIC, adjusted EBITDA, CO2-emissions reduction, and TSR. The Company also highlights governance safeguards such as clawback policies, equity ownership guidelines, double-trigger change-in-control benefits, independent compensation consulting, and limits on hedging, pledging, repricing, and excessive perquisites. Management reports that approximately 97% of votes cast supported the prior year’s say-on-pay proposal and that the three-year average support was approximately 98%. The Board recommends voting FOR because it believes the NEO compensation disclosed in the proxy is reasonable, competitive, performance-oriented, aligned with stockholders, and appropriate given fiscal year 2026 results.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.54% | 3,736,606 | $2.3B |
| 2 | FMR LLC | 6.75% | 3,343,059 | $2.1B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.36% | 2,161,324 | $1.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.27% | 2,113,945 | $1.3B |
| 5 | STATE STREET CORP | 3.85% | 1,907,172 | $1.2B |
| 6 | BlackRock, Inc. | 3.14% | 1,557,271 | $961M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 2.92% | 1,444,882 | $891M |
| 8 | JENNISON ASSOCIATES LLC | 2.22% | 1,100,549 | $679M |
| 9 | Invesco Ltd. | 2.01% | 998,445 | $616M |
| 10 | LONE PINE CAPITAL LLC | 1.94% | 962,839 | $594M |
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