Carpenter Technology (CRS) Proxy Filing summary

Executive summary

• Achieved record profitability in fiscal year 2025, driven by strong demand in aerospace, defense, medical, and energy markets, with a focus on operational excellence and pricing actions.

• Specialty Alloys Operations segment delivered record operating income and margin through productivity improvements and product mix optimization.

• Announced a $400 million brownfield investment to expand premium melt capacity, with completion expected in early fiscal year 2028.

• Exceeded previous operating income targets, now aiming for $765–$800 million in operating income by fiscal year 2027, representing a 25% CAGR over 2025.

• Maintained a strong liquidity position, continued dividend payments for 118 consecutive years, and executed share repurchases.

Voting matters and shareholder proposals

• Election of three directors to three-year terms expiring in 2028.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Advisory vote to approve named executive officers' compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of 12 directors (11 post-meeting), with a majority independent and diverse in skills and experience.

• Recent leadership changes: CEO Tony R. Thene appointed as Chairman, Steven M. Ward, Jr. as Lead Independent Director, and Brian J. Malloy as President and COO, all effective before the Annual Meeting.

• Board committees include Audit/Finance, Corporate Governance, Human Capital Management, Science/Technology/Sustainability, and Strategy.

• Strong governance practices: annual board evaluations, mandatory retirement policy, robust stock ownership guidelines, and succession planning.