Carpenter Technology (CRS) Proxy Filing summary

Executive summary

• Fiscal year 2024 marked record profitability, driven by strong demand in aerospace, defense, and medical markets, operational improvements, and pricing actions.

• Safety remains a top priority, with a TCIR of 1.8, well below industry averages.

• Record backlog and healthy liquidity position achieved, with significant adjusted free cash flow and a new $400 million share repurchase program approved.

• ESG initiatives advanced, including maintaining ESG metrics in executive compensation and a 117th consecutive year of dividend payments.

• Profitability targets for 2027 were pulled forward to 2025 due to accelerated performance.

Voting matters and shareholder proposals

• Election of three directors to three-year terms expiring in 2027.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025.

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

• Board recommends voting for all proposals.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; average tenure is nine years.

• Board diversity in skills, experience, gender, and ethnicity; robust succession planning and annual evaluations.

• Separate Chairman and CEO roles; all directors attended 2024 meetings.

• Five standing committees: Audit/Finance, Corporate Governance, Human Capital Management, Strategy, and Science, Technology & Sustainability.

• Majority voting standard and mandatory retirement policies in place.