Proposal 1:
Election of Directors
Carpenter Technology has a strong Board, bringing diverse experience and perspectives in areas vital to our business of manufacturing, fabricating and distributing specialty metals, including products for critical industries in aerospace, defense, medical, energy, transportation, and industrial and consumer end-use markets.
Our Board has eleven 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. Steven E. Karol, Charles D. McLane, Jr., Colleen S. Pritchett and Tony R. Thene have been re-nominated for election at the 2023 Annual Meeting of Stockholders to serve for an additional term. If elected, their terms will expire at the 2026 Annual Meeting.
Unless otherwise directed by the stockholders, the shares represented by proxies will be voted for the four 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 72, 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 earlier of attaining age 65 or retiring as an officer of Carpenter Technology.
Mr. Inglis attained age 72 on October 2, 2022. The Board determined by resolution that his tenure be extended until the expiration of his elected term in 2025 due to his outstanding leadership and extensive financial and operational management experience, and the shareholders voted for his re-election at the 2022 Annual Meeting of Stockholders.
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 Carpenter Technology. 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 Carpenter Technology.
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CARPENTER TECHNOLOGY 2023 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 2023 Related Party Transactions
During fiscal year 2023, there were no related party transactions.
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 2023, 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 2023.
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CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
Corporate Responsibility and Sustainability
Environmental, Social and Governance (“ESG”) Overview
Carpenter Technology’s Environmental, Social and Governance (ESG) Program is built upon our Vision and Core Values and aligns with our business strategy for growth. We will address the challenges ahead by relying upon our vision: to partner with our customers to solve their most challenging material problems. We aim to achieve our goals, as we always do, by living up to our Core Values.
Carpenter Technology’s sustainability strategy focuses on four areas of our operations: environmental stewardship; the health and safety of our employees and community; social responsibility; and corporate governance. Highlights of Carpenter Technology’s ESG efforts include the following:
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Our material solutions play an important role in the global efforts to address climate change. |
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Our manufacturing operations are more environmentally sustainable than many other global metal manufacturers. |
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We are one of the safest industrial manufacturing companies in the United States with a TCIR of 1.7 in fiscal year 2023. |
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We are committed to creating an inclusive workplace for our employees and serving the communities in which we live and work. |
Carpenter Technology’s Board of Directors maintains overall responsibility for ESG-related matters, including climate-related risks and opportunities. Our Board and its Committees oversee ESG-related aspects of our corporate strategy, plans of action, risk management policies, annual budgets, business plans and the Company’s performance objectives. The Board and its Committees work closely with management to ensure that the Company is properly addressing ESG considerations.
Management has implemented an ESG Steering Committee to ensure the Company’s sustainability strategy is aligned across the enterprise and to define annual and midterm targets that inform our public reporting. The Steering Committee meets quarterly and reports progress to the Company’s Leadership Team. The ESG Steering Committee, which reports to Carpenter Technology’s President and Chief Executive Officer, includes the Company’s Senior Vice President and General Counsel; the Senior Vice President and Chief Financial Officer; the Vice President and Chief Human Resources Officer; the Vice President of Corporate Environmental, Health & Safety; and the Vice President of Corporate Development and Investor Relations.
The latest information on our ESG Program is available at www.carpentertechnology.com/sustainability.
Environmental
Carpenter Technology is committed to protecting the environment and recognizes the need to minimize our impact through a managed sustainability program. The Environmental, Health and Safety (“EH&S”) team oversees our environmental management system with technical experts in all facilities where we operate. Like most organizations in our industry, we are subject to domestic and international environmental laws and regulations and consider the regulatory landscape a relevant factor when assessing climate-related risks and opportunities.
Through our ESG materiality assessment, Carpenter Technology has identified, evaluated and prioritized relevant climate-related risks and opportunities with potential meaningful impact on our business. We presently are addressing the areas identified below.
EH&S Management System
Our EH&S Management System includes mechanisms for regularly evaluating environmental compliance and managing changes in business operations while assessing actual and potential environmental impacts. In calendar year 2022, we received ISO 14001 Certification for our Reading, PA, Latrobe, PA, Athens, AL, and Liverpool, UK facilities.
Greenhouse Gas (“GHG”) Emissions & Energy Management
Carpenter Technology actively monitors and manages energy consumption and greenhouse gas emissions across all operating locations with the primary goal of maximizing efficiencies to reduce costs and minimize our impact on the environment.
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| CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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| Corporate Responsibility and Sustainability • Environmental |
Our operations are more environmentally sustainable than many other global metal manufacturers.
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Our specialty alloys do not require the coking or iron ore operations that are found in carbon steels, which require carbon-intensive inputs like coal; |
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We use Electric Arc Furnaces and Vacuum Induction Melting processes to melt alloys, as opposed to traditional blast furnaces; |
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We source carbon-free, nuclear energy to power our melting operations; and |
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We have a sustainable sourcing model, with more than 70% of our material inputs from reclaimed or recycled steel and alloys. |
We have set the goal of reducing the intensity of Scope 1 and 2 CO2 emissions per ton of material by 30% by 2035. We are using 2019 CO2 emissions as our baseline year, as it was the last full year of operation before the COVID-19 pandemic. We intend to achieve this goal through four main activities:
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recycling waste heat from our furnaces to improve efficiency of furnace operations; |
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converting natural gas fueled boilers and furnaces to electric; |
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increasing the share of carbon-free grid-electricity, using renewable and nuclear-based energy; and |
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improving our operational efficiencies. |
We will actively pursue other initiatives that will help us to further reduce our CO2 emissions.
For more information about our energy management process and GHG emission reduction targets and progress, visit www.carpentertechnology.com/sustainability.
Air Emissions
We closely monitor and report air emissions from our major manufacturing sites. Emissions tracked include GHGs, nitrogen oxides, sulfur oxides, volatile organic compounds and hazardous air pollutants. We seek to have all of our manufacturing facilities strictly comply with applicable regulatory requirements regarding emissions limits and hold valid air permits where required. We have implemented many measures to reduce emissions, including capture and control systems for dust, mist, and fume pollution. Additionally, we continue to reduce air emissions through regular equipment repair and upgrades.
Waste Management
We are committed to reducing waste generated by our operations. Our waste management approach aims to reduce environmental risk and operational costs by prioritizing waste prevention in our manufacturing processes. We track the amounts and types of waste generated by each facility and regularly review third-party audits that inspect waste management partners. We are currently analyzing all nonhazardous waste produced to determine recyclability.
Water Management
To minimize the impact of our operations on local water supplies, we implement best practices in water use. For example, we have reduced the nitrates in the treated water discharge from our Reading, PA, facility by nearly 64% since 1997. And in 2021, we began installing new treatment systems at our largest facility in Reading, PA, that are estimated to reduce water consumption and discharge volume by up to 80% when fully implemented.
Sustainable Sourcing
Carpenter Technology utilizes as much recycled or reclaimed material as possible in the production of our products. We rely heavily on the use of reclaimed metal in our production of highly specialized metal alloys.
As a responsible participant in the metals supply chain, we take seriously our responsibility to ensure materials used in our products are sourced in an ethical manner and in compliance with applicable laws and regulations, including the SEC’s “Conflict Minerals” rules. Every year we audit our suppliers for Conflict Mineral Compliance to ensure the integrity of our supply chain. Our most recent Conflict Minerals Disclosure can be found on EDGAR, the SEC’s filing database, along with our most recent annual filings.
In addition, Carpenter Technology is an active member of the Responsible Minerals Initiative, an international organization that seeks to mitigate the social and environmental impacts of extraction and processing of conflict minerals in supply chains.
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CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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| Corporate Responsibility and Sustainability • Safety |
You can find additional environmental information and data at www.carpentertechnology.com/sustainability including: our Sustainability Accounting Standards Board (SASB) Index disclosure, the Task Force on Climate-related Financial Disclosures (TCFD) Report and our annual Sustainability Report.
Safety
Carpenter Technology’s Safety Vision
Above all else, the safety of our employees is Carpenter Technology’s top priority. It is our number one Core Value. We believe that every employee shares the responsibility to actively participate in all aspects of the safety program and to strive for our ultimate goal of a zero-injury workplace. The hallmarks of our safety program are:
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Dedicated leadership, accountability, and employee engagement and empowerment; |
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Continual improvement plans (Plan-Do-Check-Act); |
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Tools, resources, and education to improve total workplace safety and health; and |
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A skilled, technology-driven workforce that proactively assesses risks, strives to eliminate hazards, and integrates learning from incidents and near-misses to prevent further occurrences. |
Carpenter Technology tracks the Human Performance Rate (HPR) metric, a method of evaluating safety culture. This internal metric tracks implementation of proactive measures across a number of dimensions to help prevent injuries. We improved our score from 363.0 in fiscal year 2022 to 619.7 in fiscal year 2023, reflecting our increased focus on safety initiatives like our STOP program and employee engagement activities. We tracked this safety metric as a part of the Executive Incentive Bonus Compensation Plan for fiscal year 2023.
Social
Community Relations
We believe that part of being a responsible corporate citizen is improving the communities where our employees live and work. We aim to strengthen our communities through volunteer activities and donations made on behalf of Carpenter Technology. Through our Carpenter Cares Program and community partnerships, we encourage our employees to participate in volunteer opportunities that are meaningful to them and support their efforts.
Our annual “Impact Awards” provides a unique opportunity to celebrate performance and support our local communities. Each year, we recognize outstanding achievements of our employees in the course of their job. We then make donations on behalf of the winners to their selected charities. More than 60 nonprofits have benefitted from these donations. Past nonprofits that have received donations include United Way of Berks County, American Heart Association of Philadelphia, Children’s Hospital of Philadelphia, Animal Rescue League of Berks County, Still Serving Veterans, St. Jude Children’s Research Hospital, Center for the Developmentally Disabled North Central Alabama, Morgan County Child Advocacy Center, Autism Society of Berks, Wounded Warrior Project, Literacy Council of Reading-Berks, and Feeding Tampa Bay.
Diversity
Our Diversity Mission
Carpenter Technology has a culture that builds on the different backgrounds, experiences and perspectives from all employees. Our commitment to diversity, inclusion, and belonging is woven into our Core Value of dignity and respect. Our policies require that everyone be treated equally regardless of their race, age, religion, gender identity, different physical and mental abilities, military status, creed, or sexual orientation. By embracing our diverse perspectives, we accelerate the creation of innovative solutions that deliver value to our customers.
Diversity, Inclusion and Belonging Committee
Our Diversity, Inclusion and Belonging (“DIB”) Committee plays a critical role in advancing us to the next level of awareness and engagement. The team is comprised of volunteers from all levels and sites throughout the Company who are focused on further cultivating an environment where equality thrives. The team is empowered to foster a culture of belonging where every employee feels at home.
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| CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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| Corporate Responsibility and Sustainability • Governance Policies and Practices |
Since its inception, the DIB Committee has spearheaded several important Company initiatives. The DIB Committee continued its work this year by focusing on training employees on diversity topics to help better understand the power of diversity, equity, and inclusion in the workplace.
Human Rights
Carpenter Technology is committed to maintaining a culture rooted in respect for fundamental human rights, consistent with the Company’s Core Values. As such, Carpenter Technology seeks to conduct its business in accordance with the highest standards of ethical conduct and in compliance with all applicable laws, rules, and regulations. Our Human Rights Policy (the “Policy”) reflects Carpenter Technology’s approach to ensuring socially responsible business practices including the prohibition of human trafficking and forced labor, the health and safety of our employees and worksites and fair labor and working hours. The Policy is guided by principles embodied in the United Nations Global Compact, the United Nations Universal Declaration of Human Rights (UDHR), United Nations Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, and core International Labor Organization (ILO) conventions. All Carpenter Technology employees are required to adhere to the Policy, and we expect our suppliers, vendors and customers to act in accordance with the Policy. For more information about our human rights policy and approach, visit https://www.carpentertechnology.com/human-rights.
Governance Policies and Practices
Corporate Governance Guidelines and Charters
Carpenter Technology’s Corporate Governance Guidelines, as well as the charters for all the Board committees and our Code of Business Conduct and Ethics, are available on Carpenter Technology’s website at http://www.carpentertechnology.com/legal. Copies will be mailed to stockholders upon written request to the Corporate Secretary, Carpenter Technology Corporation, 1735 Market Street, 15th Floor, Philadelphia, PA 19103.
Code of Ethics
The Board of Directors has adopted a Code of Ethics for Carpenter Technology’s CEO and senior financial officers. There were no waivers of the Code of Ethics for fiscal year 2023 or through the date of this Proxy Statement.
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Annual Board Performance Self-Evaluation
The Board conducts an annual self-evaluation to determine whether the Board and its committees are functioning effectively. The Corporate Governance Committee oversees the self-evaluation process. Results of the self-evaluation process are discussed with the Board as soon as practicable. The Corporate Governance Committee also evaluates individual directors as each is considered for re-election to the Board.
Director Training and Education
We have an orientation process for new directors that involves meeting with senior management and visiting our manufacturing facilities. All directors are encouraged to attend outside educational seminars presented by accredited third-party organizations as well as internal programs organized by Carpenter Technology for the directors’ ongoing education.
Succession Planning
The Corporate Governance Committee is responsible for determining the process for evaluating our CEO succession planning. Carpenter Technology’s CEO presents an annual report to the Board on succession planning for the CEO position. The CEO also recommends, on a continuing basis, a suitable successor should the CEO be unexpectedly disabled or otherwise unavailable to perform the duties of that office.
The Human Capital Management Committee is responsible for monitoring succession planning and management development for positions other than that of the CEO.
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CARPENTER TECHNOLOGY 2023 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 2024. 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 controls over financial reporting for fiscal year 2023, 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 $2,085,000 in fiscal year 2023 as compared to $2,060,000 in fiscal year 2022.
Audit-Related Fees
PwC billed $10,000 in audit-related fees in fiscal year 2023, the same as those in fiscal year 2022. The fees in both fiscal year 2023 and 2022 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 $590,000 for fiscal year 2023, compared to $410,000 in fiscal year 2022. 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 $3,000 in fiscal year 2023, compared to $4,000 in fiscal year 2022. The fiscal year 2023 and 2022 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 2023 PROXY STATEMENT |
Proposal 4:
Advisory Vote on Whether the Advisory Vote to Approve the Compensation of our Named Executive Officers Should Occur Every One, Two or Three Years
As discussed in Proposal No. 3, the Board of Directors values the input of stockholders regarding Carpenter Technology’s executive compensation practices. As contemplated by the Dodd-Frank Act, stockholders are also invited to express their views, on an advisory basis, on how frequently advisory votes on the compensation of our NEOs, such as Proposal No. 3, will occur. This proposal, commonly known as a “say-on-pay frequency” proposal, provides stockholders with an opportunity to indicate whether they would prefer an advisory vote on NEO compensation once every year, every two years, or every three years.
After careful consideration of this Proposal No. 4, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is still the most appropriate choice at this time. Therefore, our Board of Directors recommends that you vote for a one-year interval for the advisory vote on executive compensation.
In formulating its recommendation, our Board of Directors considered that, while our executive compensation policies are designed to promote a long-term connection between pay and performance, executive compensation disclosures are made annually. An annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.
You may cast your advisory vote on your preferred voting frequency by choosing the option of one year, two years, or three years, or abstaining from voting. You are being asked to vote on the following resolution:
“RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a stockholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).
Because this vote is advisory and not binding on the Board of Directors or Carpenter, the Board may decide it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders, and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to our compensation programs. A vote on a “say-on-pay frequency” proposal like this will occur at least once every six years.
Vote required for approval. The frequency that receives the highest number of votes will be considered by the Board to be the stockholders’ preference, as expressed on an advisory basis.
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The Board of Directors recommends that you vote FOR a frequency of once every year for the frequency of stockholder advisory votes on executive compensation. |
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| CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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Executive Summary
The Committee is committed to ensuring the Carpenter Technology executive compensation program promotes the alignment of executives’ and stockholders’ interests. We have designed the program to attract and retain outstanding leaders, to motivate and reward them for achieving specified business and financial goals, and to support the creation of sustainable stockholder value. The Committee believes the fiscal year 2023 executive compensation decisions reward Carpenter Technology executives appropriately for their performance during the fiscal year and encourage them to focus on long-term value creation.
In fiscal year 2021, the Committee adjusted the long-term incentive (“LTI”) design to use a three-year average measurement period, with individual year’s targets established at the beginning of each fiscal year, rather than a three-year cumulative period with targets set at the beginning of the measurement period, as it had done in prior years. While the Company has seen a significant improvement in most end-use markets since the onset of the COVID-19 pandemic, certain end-use markets are still in the process of recovering from the impacts of the pandemic. As a result, the Committee continued with this modified long-term incentive design for fiscal year 2023 described above (individual year’s targets set at the beginning of each fiscal year and using a three-year average measurement period as opposed to a three-year cumulative measurement period). The Committee will evaluate this LTI structure annually. A detailed description of our fiscal year 2023 executive compensation program can be found below under “Executive Compensation Philosophy and Framework,” “Elements of our Fiscal Year 2023 Compensation Program,” and “Annual Compensation.”
Summary of Fiscal Year 2023 Performance
Fiscal year 2023 was an important milestone in Carpenter Technology’s recovery from the pandemic, marking a waypoint on our growth trajectory to doubling our operating income by fiscal year 2027. More than a year ago, we set out the goal to return to pre-pandemic, fiscal year 2019, profitability on a run-rate basis by the end of fiscal year 2023. We not only achieved that goal, but exceeded it. With increased productivity, improved product mix and the realization of higher sales prices, we demonstrated accelerating momentum on that growth trajectory. As we head into fiscal year 2024, we continue to have strong market conditions and significant momentum towards our long-term goals.
Operating income in fiscal year 2023 was $133.1 million. Operating loss was $24.9 million in fiscal year 2022, or $34.0 million when adjusted to exclude COVID-19 costs, the release of an acquisition related contingent liability, COVID-19 related employee retention credits, and a historical environmental site charge. Adjusted free cash flow was negative $67.6 million as compared to negative $83.1 million for the same period a year prior. Operating cash flow in the current fiscal year reflects the impact of higher earnings after non-cash adjustments to net income, offset by increases in inventory compared to the year prior.
We have meaningfully expanded and strengthened key customer relationships and have worked closely with our customers to address their changing material needs and production schedules, which has allowed us to realize significant price gains. We have demonstrated that Carpenter Technology is both a critical solution provider as well as a valued business partner. Our manufacturing teams also continue to implement the Carpenter Technology Operating Model across the entire organization to enhance production efficiencies.
Carpenter Technology is, and we believe will remain, a trusted solutions provider of critical applications. Both production improvements and continued positive macro trends in the end-use markets we serve have positioned our material solutions for both near-term and long-term growth. While maintaining our focus on our core business, we also continued to strengthen our growing leadership position in emerging areas such as electrification and additive manufacturing.
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CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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| Compensation Discussion and Analysis • Stockholder Engagement |
Stockholder Engagement
Stockholder Engagement on Compensation and Advisory Vote on Executive Compensation (“Say-on-Pay”) and Advisory Vote on How Frequently Advisory Votes on the Compensation of our NEOs occurs (“Say-on-Pay Frequency”)
Carpenter Technology has provided stockholders with an annual say-on-pay advisory vote on the compensation of its NEOs since 2012. Additionally, we have an active stockholder outreach program, and the Board has tasked the General Counsel and Chief Governance Officer and Vice President of Corporate Development and Investor Relations with communicating with stockholders throughout the year about governance and compensation matters. They also solicit feedback from stockholders throughout the year and disseminate that information to the Committee and management to keep them apprised of stockholder views and to arrange direct interactions between stockholders and the CEO, management and directors. The Committee considers the results of the annual say-on-pay advisory vote, as well as input received from stockholders, when designing our executive compensation program.
At the 2022 Annual Meeting of Stockholders, approximately 99% of the votes cast were in favor of the say-on-pay advisory vote to approve the executive compensation program. In light of the stockholder feedback received, and in consideration of prior say-on-pay advisory vote results, the Committee made relatively few changes, including adding ESG-based goals for performance-based RSUs, to the Company’s compensation programs for fiscal year 2023.
At the 2023 Annual Meeting of Stockholders, Carpenter Technology will again hold an annual advisory vote to approve executive compensation. We will also hold an advisory vote on whether the say-on-pay advisory vote to approve NEO compensation should occur every one, two or three years. We will continue to engage with our stockholders throughout the year and consider the results from this year’s and future advisory say-on-pay votes on executive compensation, as well as feedback from our stockholders, when designing our executive compensation program.
Incentive Program – Changes Made to Fiscal Year 2023
As described in the “Summary of Fiscal Year 2023 Performance” section, the Committee continued with the adjusted long-term incentive design implemented during the COVID-19 pandemic. Specifically, as previously disclosed during fiscal years 2020, 2021 and 2022, we modified the measurement of all outstanding performance-based RSUs by switching from a three-year cumulative measurement period to a three-year average measurement period. This was done without adjusting any of the already achieved attainment for the past fiscal years. The metrics for each new fiscal year are established at the beginning of that fiscal year. The average of the attainment over a three-year period is used to determine the total payout percentage. We buttressed this approach by applying a 100% cap on the fiscal year 2020 awards such that the performance share attainment average percentage for a given three-year period did not exceed 100%. For the fiscal year 2023, 2022 and 2021 performance-based restricted stock unit awards, we continued to use a three-year average measurement period but did not apply the 100% cap. Thus, the 100% cap was in place for awards that were previously three-year awards that were modified to move to awards with targets set each fiscal year. The 100% cap was not applied to any new awards. More details on this approach are in the “Goals for Performance-Based RSUs” section.
For fiscal year 2023, the metrics for performance-based RSU awards were changed to add ESG-based goals to reinforce the commitment the Company has made to these initiatives. More details can be found in the “Elements of our Fiscal Year 2023 Compensation Program” section.
Executive Compensation Philosophy and Framework
Our Guiding Principles
The overarching goal of our executive compensation program is to drive long-term high performance and stockholder value creation through our pay programs. As a result, there are strong ties to performance in many aspects of the compensation program, including pay levels, incentive payouts and pay opportunities.
The Committee structures the executive compensation program to reward our NEOs when performance achieves or exceeds goals. A significant component of our incentive structure is weighted towards overall leadership team
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| 46 |
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CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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| Compensation Discussion and Analysis • Executive Compensation Practices |
Minimal Perquisites
We provide a limited number of perquisites and other personal benefits to NEOs, which we believe are reasonable and consistent with market practices. Carpenter Technology believes each perquisite offered also provides a benefit to the Company as noted below:
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Annual tax preparation fees up to $1,500 and annual financial planning and tax planning expenses up to $8,500 encourage NEOs to keep up to date and in compliance with complex regulations; |
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Annual medical examination up to $7,500 for NEOs to encourage proactive health management; |
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Individual disability income protection plan; |
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Employment relocation expenses to reduce the administrative burden of relocation in order to encourage new executives to focus on their job with us as soon as possible; and |
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Parking fees at our Philadelphia, PA headquarters. |
Carpenter Technology believes these items are advantageous to our Company and our stockholders, as they keep executives focused on the legitimate interests of the business.
Carpenter Technology 401(k) Retirement Plans and Deferred Compensation Plan
Carpenter Technology employees and certain affiliates are eligible to participate in the Carpenter Technology Corporation 401(k) Retirement Plan (“Retirement Plan”), a tax-qualified defined contribution plan. We also maintain a retirement plan for collectively bargained employees of Latrobe Specialty Metals Company, LLC (a wholly-owned subsidiary), that provides benefits required under the applicable collective bargaining agreement (the “Latrobe Plan,” together with the Retirement Plan, the “Plans”).
Pursuant to the Retirement Plan, credits are made to the account of every eligible participant with an annual employer contribution of 3% of base salary and a per pay period employer matching contribution of up to 6% (subject to Internal Revenue Service (IRS) limits on the maximum compensation that may be taken into account for this purpose). Eligible participants may contribute up to 100% of base salary to their individual accounts under the Retirement Plan (subject to the same IRS limit on maximum compensation that can be taken into account for such purposes).
Participant contributions to the Plans cannot exceed $22,500 in calendar year 2023. If the participant is or becomes age 50 or older during calendar year 2023, this limit is increased to $30,000. The Plans allow for immediate participation by all eligible employees and immediate vesting of all contributions.
As further described in the “Tax-Qualified Defined Contribution Pension Plans” section of this Proxy, if the Company’s contribution to the Plans for any executive is limited under the Internal Revenue Code (“Code”), the executive will receive any lost contributions under the Company’s NQDCP discussed immediately below.
Carpenter Technology sponsors the Carpenter Technology’s Non-Qualified Deferred Compensation Plan for Officers and Key Employees (“NQDCP”) to supplement the Plans. If the Company’s contribution to the Plans for any executive is limited under the Code, the executive will receive any lost contributions under the NQDCP. In addition, executives, including NEOs, may annually defer up to 35% of their base pay and up to 100% of their cash incentive payouts. Executives are fully vested in all amounts deferred under the NQDCP, including any Company contributions. Amounts contributed by the Company or deferred by the executive are deliverable to the executive either on a date selected by the executive or upon the occurrence of a specified event, subject to the NQDCP’s terms.
Health Benefits and Disability Insurance
Carpenter Technology currently provides its NEOs with the same health and disability insurance plans offered to all employees. In addition, each of our NEOs is entitled to participate in an individual disability income protection plan, the premiums of which are paid by Carpenter Technology. Carpenter Technology also encourages each NEO to have a periodic physical examination and reimburses its NEOs for certain additional out-of-pocket health costs associated with those exams that are not covered by insurance.
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| CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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63 |
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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
We believe retirement plans and other post-employment benefits serve to attract and retain talented personnel generally, but they should not be a significant part of the overall compensation program. Ours 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 monthly rate 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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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 plan freeze. For purposes of this calculation, “earnings” generally includes salary, bonuses, and other cash compensation.
The GRP was closed to new hires and rehires effective January 1, 2012, and therefore does not apply to Messrs. Graf, Malloy and Thene. Benefits under the GRP, including Messrs. Dee’s and Lain’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. Graf, Malloy and Thene.
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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| 64 |
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CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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| Executive Compensation • Non-Qualified Defined Benefit Pension Plans |
Form of GRP Payments
Benefits collected pursuant to the GRP are typically paid as a monthly annuity for either the life of the participant or, if longer, the life of the beneficiary. Alternatively, a participant who is eligible for an immediate annuity may elect a lump sum payment.
Non-Qualified Defined Benefit Pension Plans
Participation
During fiscal year 2023, Messrs. Dee and Lain participated in the BRP that restores various payments that are restricted under the GRP. Messrs. Graf, Malloy and Thene are not participants in the BRP.
BRP Calculations
Carpenter Technology sponsors the BRP, which restores benefits that would have been payable under the GRP but for Internal Revenue Code limits under a tax-qualified plan or that are lost under the GRP due to voluntary deferrals under the NQDCP.
Generally, the BRP provides the following benefits:
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Restores benefits not paid under the GRP because of limitations on the amount of compensation that may be considered under a tax-qualified plan ($330,000 in 2023); |
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Restores benefits not paid under the GRP because of limitations on annual benefits that may be paid from a tax-qualified plan ($265,000 in 2023); and |
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Restores benefits not paid under the GRP due to voluntary deferrals under the NQDCP. |
Effective December 31, 2016, all benefit and service accruals were frozen for all BRP participants.
BRP Payments
All non-qualified payments to an executive or any beneficiary are conditioned upon the participant’s separation from employment or (in some instances) the occurrence of a Change in Control (as defined in the BRP). The following paragraphs describe the eligibility and commencement timing for benefits under the BRP.
Full Pension: A participant is entitled to a full pension if the participant separates from employment (i) at or after age 62 after at least five years of service, or (ii) at any age after at least 30 years of service. Such full pension is payable on or about the first day of the month following separation from employment.
Early Pension (payable immediately with age discount): A participant with a vested pension who separates from employment is eligible for an immediate annuity so long as the participant meets the following requirements: (i) attainment of age 55, having provided at least 10 years but fewer than 30 years of service, or (ii) attainment of age 60, having provided fewer than 10 years of service. The benefit equals the benefit amount otherwise payable at age 62, discounted to account for the time during which benefits are paid before the participant reaches age 62. A disabled participant may commence early pension payments pursuant to the BRP at any age.
Deferred Vested Pension: A participant with a vested pension who separates from employment without being eligible for an immediate annuity as described above is entitled to a deferred annuity, payable beginning in the first month after the participant attains age 55 if the participant provided at least 10 years of service (with the benefit amount otherwise payable at age 65, discounted to account for the time during which benefits are paid before the participant reaches age 62), or age 60 if the participant provided fewer than 10 years of service (with the benefit amount otherwise payable at age 65, discounted to account for the time during which benefits are paid before the participant reaches age 65).
With respect to all of the non-qualified plans, payment of benefit amounts for “Specified Employees,” as defined under Internal Revenue Code Section 409A, that are payable upon a separation from service are subject to a six-month delay.
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| CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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75 |
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| Executive Compensation • Tax-Qualified Defined Contribution Pension Plans |
Tax-Qualified Defined Contribution Pension Plans
The Retirement Plan credits the account of every eligible participant with an annual employer contribution of 3% of base salary and a per payroll period employer matching contribution up to 6% (subject to IRS limits on the maximum compensation that may be taken into account for this purpose). In addition, an eligible participant may contribute up to 100% of base, overtime and premium salary (subject to the same IRS limit). Participant contributions during a calendar year may not exceed an annual limit of $22,500 for calendar year 2023 and $20,500 for 2022, unless the participant is or will become age 50 or older during such calendar year, in which event the annual limit is $30,000 for 2023 and $27,000 for 2022. The Retirement Plan allows for immediate participation by all eligible employees and immediate vesting of all contributions.
CEO Pay Ratio
As permitted under the SEC rules, to determine our median employee, we chose “base salary, bonus and overtime pay” as our consistently applied compensation measure. Using a determination date of June 30, 2023, our employee population, excluding our CEO, was comprised of 4,478 employees. The following jurisdictions constituting 164 employees were excluded under the 5% de minimis rule: Asia Pacific (26), Canada (11), Germany (1), Sweden (41), the UK (54) and other European countries (31).
From the remaining 4,314 employees, we leveraged a valid statistical sampling approach from the prior year to produce a sample of employees who were paid within a 5% range of the estimated median base salary, bonus and overtime pay, and selected an employee from within that group as our “Median Employee”. We determined that the Median Employee’s 2023 Summary Compensation Table (“SCT”) total compensation was $103,519. The 2023 SCT total compensation for our CEO was $6,432,796. Our estimate of the ratio of CEO pay to Median Employee pay is 62:1.
This ratio is a reasonable estimate calculated using a methodology consistent with the SEC rules, as described above. As the SEC rules allow for companies to adopt a wide range of methodologies, to apply country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the Median Employee and calculate the CEO pay ratio, the pay ratios reported by other companies may not be comparable to the pay ratio reported above.
2023 Summary Compensation Table Total Compensation Breakdown
The compensation of Carpenter Technology’s CEO, Tony R. Thene, and Median Employee is broken down as follows:
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| Name/ Employee ID |
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Salary ($) |
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Bonus ($) |
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Stock
Awards ($) |
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Option
Awards ($) |
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Non-Equity
Incentive Plan
Compensation ($) |
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Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings ($) |
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All Other
Compensation ($) |
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Total ($) |
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| Thene, Tony R. |
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970,898 |
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0 |
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3,785,070 |
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0 |
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1,522,136 |
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0 |
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154,693 |
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6,432,797 |
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| Median Employee |
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81,878 |
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0 |
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0 |
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0 |
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21,641 |
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0 |
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0 |
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103,519 |
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CEO Pay Ratio = $6,432,796 / $103,519 = 62:1
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| CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
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77 |
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 four proposals:
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The election of four directors, Steven K. Karol, Charles D. McLane, Jr., Colleen S. Pritchett and Tony R. Thene, each to a three-year term that will expire in 2026; |
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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 2024; |
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Approval of the compensation of Carpenter Technology’s Named Executive Officers (“Say-on-Pay”), in an advisory vote; and |
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Advisory vote on the frequency of Say-on-Pay votes. |
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 11, 2023, which is the record date for the Annual Meeting, may vote at the Annual Meeting. On August 11, 2023, there were 48,847,966 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 Thursday, October 5, 2023.
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 2023 PROXY STATEMENT |
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87 |
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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 2024; to approve the compensation of Carpenter Technology’s named executive officers in an advisory vote and to approve how frequently advisory votes on the compensation of our NEOs will occur 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/CRS2023. 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), the advisory vote on executive compensation (Proposal 3) or the advisory vote on the frequency of the advisory votes on the compensation of our NEOs (Proposal 4), 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 Proposals 3 or 4 because they are not entitled to be voted on such proposals. With respect to Proposals 2, 3 and 4, an abstention will have the same effect as a vote against such proposal.
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| 88 |
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CARPENTER TECHNOLOGY 2023 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 (other than Proposal 4), 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. For Proposal 4, the option of every “One Year,” “Two Years” or “Three Years” that receives the highest number of votes cast by stockholders will be considered the frequency for the advisory vote on executive compensation that is preferred by our stockholders.
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 2024 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 12, 2024, and July 12, 2024. 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.
2024 Stockholder Proposals
If you wish to include a proposal in the Proxy Statement for the 2024 Annual Meeting of Stockholders, we must receive your written proposal no later than May 18, 2024. 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 2023 Annual Meeting of Stockholders only if they meet the above requirements and the Corporate Secretary is notified in writing of the proposals between June 12, 2024, and July 12, 2024. 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 2023 PROXY STATEMENT |
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89 |
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| General Information • Householding of Proxy Materials |
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and related materials for two or more stockholders sharing the same address by delivering a single proxy statement to that address unless contrary instructions have been received from one of the affected stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for Carpenter Technology. Carpenter Technology uses householding unless stockholder(s) request otherwise in accordance with the instructions below.
If you prefer, Carpenter Technology will promptly deliver a separate copy of the Proxy Statement and related materials to you if you request one by writing or calling as follows: Corporate Secretary at Carpenter Technology Corporation, 1735 Market Street, 15th Floor, Philadelphia, PA 19103, telephone 610-208-2102. If you want to receive separate copies of the Proxy Statement and related materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the address and phone number above.
Where You Can Find More Information
Carpenter Technology files annual, quarterly and current reports, proxy statements, and other information with the SEC. These SEC filings are also available to the public from the website maintained by the SEC at www.sec.gov or at http://www.carpentertechnology.com/legal.
Upon request of any stockholder, a copy of Carpenter Technology’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, including a list of the exhibits thereto, may be obtained, without charge, by writing to Carpenter Technology’s Corporate Secretary at Carpenter Technology Corporation, 1735 Market Street, 15th Floor, Philadelphia, PA 19103.
Other Matters
The Board of Directors is not aware of any matters to be presented at the Annual Meeting other than those set forth in this Proxy Statement. If any other business is properly brought before the Annual Meeting or any postponement or adjournment thereof, it is the intention of the proxy holders to vote on such business in accordance with their judgment.
By order of the Board of Directors,
James D. Dee
Senior Vice President, General Counsel and Secretary
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| 90 |
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CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
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 $100
Investment Based On: |
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Stated in Millions |
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Summary Compensation Table Total for CEO (1) |
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Compensation Actually Paid to CEO (2) |
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Average Summary Compensation Table Total for Non-CEO NEOs (3) |
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|
Average Compensation Actually Paid to Non-CEO NEOs (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Income (Loss) (8) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
4,814,008 |
|
|
|
1,682,799 |
|
|
|
1,253,777 |
|
|
|
753,292 |
|
|
|
83 |
|
|
|
147 |
|
|
|
|
|
|
|
(49 |
) |
|
|
(4 |
) |
2021 |
|
|
5,019,390 |
|
|
|
9,304,822 |
|
|
|
1,306,967 |
|
|
|
1,948,064 |
|
|
|
136 |
|
|
|
210 |
|
|
|
|
|
|
|
(230 |
) |
|
|
(106 |
) |
| (1) |
Column (b) reflects compensation amounts reported in the Summary Compensation Table (“SCT”) for our CEO, Tony Thene, for the respective years shown. |
| (2) |
CAP reflects column (b), with certain adjustments as detailed in the table below, in accordance with SEC rules. The dollar amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s CEO during the applicable year. For information regarding the decisions made by our Human Capital Management Committee with regard to the CEO’s compensation for each fiscal year, please see the CD&A section of the Proxy Statements reporting pay for the fiscal years covered in the table above. |
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|
|
|
|
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|
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|
| Fiscal Year |
|
2023 ($) |
|
|
2022 ($) |
|
|
2021 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus stock and option award values reported in the SCT for the covered fiscal year |
|
|
(3,785,070 |
) |
|
|
(3,285,016 |
) |
|
|
(2,900,812 |
) |
Plus Fair Value (“FV”) for stock and option awards granted in the covered fiscal year |
|
|
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 |
|
|
3,587,119 |
|
|
|
(472,703 |
) |
|
|
651,157 |
|
Change in FV of outstanding unvested stock and option awards from prior fiscal years |
|
|
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 |
|
Less aggregate change in actual present value of accumulated benefits under pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Plus aggregate service costs and prior service costs for pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
| 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 2023: Timothy Lain, James D. Dee, Brian J. Malloy, and David Graf |
| |
◾ |
|
Fiscal year 2022: Timothy Lain, James D. Dee, Brian J. Malloy, and David Graf |
| |
◾ |
|
Fiscal year 2021: Timothy Lain, James D. Dee, Brian J. Malloy, 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. |
|
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|
|
|
|
|
|
|
|
|
|
| Fiscal Year |
|
2023 ($) |
|
|
2022 ($) |
|
|
2021 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus stock and option award values reported in the SCT for the covered fiscal year |
|
|
(625,016 |
) |
|
|
(593,780 |
) |
|
|
(495,029 |
) |
Plus FV for stock and option awards granted in the covered fiscal year |
|
|
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 |
|
|
566,477 |
|
|
|
(69,370 |
) |
|
|
76,664 |
|
Change in FV of outstanding unvested stock and option awards from prior fiscal years |
|
|
601,209 |
|
|
|
(302,087 |
) |
|
|
161,197 |
|
Less FV of stock and option awards forfeited during the covered fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Less aggregate change in actual present value of accumulated benefits under pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
(745 |
) |
Plus aggregate service costs and prior service costs for pension plans |
|
|
866 |
|
|
|
930 |
|
|
|
948 |
|
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 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 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 Income Statements included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended June 30, 2023, 2022 and 2021. |
| (8) |
Company-selected measure is Adjusted Operating Income, 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
|
|
|
| Named Executive Officers, Footnote |
| |
◾ |
|
Fiscal year 2023: Timothy Lain, James D. Dee, Brian J. Malloy, and David Graf |
| |
◾ |
|
Fiscal year 2022: Timothy Lain, James D. Dee, Brian J. Malloy, and David Graf |
| |
◾ |
|
Fiscal year 2021: Timothy Lain, James D. Dee, Brian J. Malloy, 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 |
$ 6,432,797
|
$ 4,814,008
|
$ 5,019,390
|
| PEO Actually Paid Compensation Amount |
$ 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 |
|
2023 ($) |
|
|
2022 ($) |
|
|
2021 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus stock and option award values reported in the SCT for the covered fiscal year |
|
|
(3,785,070 |
) |
|
|
(3,285,016 |
) |
|
|
(2,900,812 |
) |
Plus Fair Value (“FV”) for stock and option awards granted in the covered fiscal year |
|
|
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 |
|
|
3,587,119 |
|
|
|
(472,703 |
) |
|
|
651,157 |
|
Change in FV of outstanding unvested stock and option awards from prior fiscal years |
|
|
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 |
|
Less aggregate change in actual present value of accumulated benefits under pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Plus aggregate service costs and prior service costs for pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 1,578,747
|
1,253,777
|
1,306,967
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,197,686
|
753,292
|
1,948,064
|
| 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 |
|
2023 ($) |
|
|
2022 ($) |
|
|
2021 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minus stock and option award values reported in the SCT for the covered fiscal year |
|
|
(625,016 |
) |
|
|
(593,780 |
) |
|
|
(495,029 |
) |
Plus FV for stock and option awards granted in the covered fiscal year |
|
|
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 |
|
|
566,477 |
|
|
|
(69,370 |
) |
|
|
76,664 |
|
Change in FV of outstanding unvested stock and option awards from prior fiscal years |
|
|
601,209 |
|
|
|
(302,087 |
) |
|
|
161,197 |
|
Less FV of stock and option awards forfeited during the covered fiscal year |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Less aggregate change in actual present value of accumulated benefits under pension plans |
|
|
0 |
|
|
|
0 |
|
|
|
(745 |
) |
Plus aggregate service costs and prior service costs for pension plans |
|
|
866 |
|
|
|
930 |
|
|
|
948 |
|
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. Measured using a Human Performance Rate metric comprised of closed Bradley Actions and STOPS per 100 full-time workers during a one-year period. |
|
|
|
| Total Shareholder Return Amount |
$ 120
|
83
|
136
|
| Peer Group Total Shareholder Return Amount |
153
|
147
|
210
|
| Net Income (Loss) |
$ 56,000,000
|
$ (49,000,000)
|
$ (230,000,000)
|
| Company Selected Measure Amount |
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 |
$ (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 |
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 |
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 |
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
|
| 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
|
| PEO | aggregate service costs and prior service costs for pension plans [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
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 |
(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 |
1,075,403
|
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 |
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 |
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
|
| Non-PEO NEO | aggregate change in actual present value of accumulated benefits under pension plans [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
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 |
$ 866
|
$ 930
|
$ 948
|