DEF 14A of Carpenter Technology Corp, Sep 15, 2023

DEF 14A of Carpenter Technology Corp

Filed Sep 15, 2023 · FY20230001193125-23-235959

Open on EDGAR

  1. of Stockholders

    | Director Compensation | 32 | | Fiscal Year 2023 Director Compensation Table | 34 | | Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | 36 | | Audit/Finance Committee Report | 38 | | Proposal No. 3 – Advisory Vote to Approve the Compensation of our Named Executive Officers | 40 | | Proposal No. 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 | 41 | | Human Capital Management Committee Report | 42 | | Compensation Discussion and Analysis (Table of Contents) | 43 | | Executive Compensation (Table of Contents) | 66 | | General Information | 87 | | Why We Solicit Proxies | 87 | | Method and Cost of Solicitation | 87 | | Who Can Vote | 87 | | How to Vote | 87 | | Broker Non-Votes and Abstentions | 88 | | Quorum and Required Votes | 89 | | If You Change Your Mind After Voting | 89 | | Stockholder Nominations to the Board of Directors | 89 | | 2024 Stockholder Proposals | 89 | | Householding of Proxy Materials | 90 | | Where You Can Find More Information | 90 | | Other Matters | 90 |

  2. Director Nominees: Terms to Expire 2026

    Director Nominees: Terms to Expire 2026

  3. Director Nominees: Terms to Expire 2026

    | Name | Director Since | Experience and Qualifications | Board Committees | Board Tenure | | Steven E. Karol | 2012 | Chief Executive Officer, Key Industry Knowledge, Strategic and Financial Experience | ▶ Strategy (Chair) ▶ Corporate Governance ▶ Human Capital Management | 11 years | | Charles D. McLane, Jr. | 2020 | Key Industry Knowledge, Strategic and Financial Experience | ▶ Audit/Finance (Chair) ▶ Strategy | 3 years | | Colleen S. Pritchett | 2023 | Operational, Manufacturing, International and Deep Industry Experience | ▶ Corporate Governance ▶ Human Capital Management ▶ Strategy | 4 months | | Tony R. Thene | 2015 | Chief Executive Officer, Financial, Deep Industry and Operational Manufacturing Experience | ▶ Strategy | 8 years |

  4. Director Nominees: Terms to Expire 2026

    | 6 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  5. Director Nominees: Terms to Expire 2026

    | Proxy Summary • Governance Highlights |

  6. Director Nominees: Terms to Expire 2026

    Governance Highlights Our commitment to good corporate governance is illustrated by the following practices:

  7. Director Nominees: Terms to Expire 2026

    | ▶ | Board independence (10 out of 11 directors are independent) |

  8. Director Nominees: Terms to Expire 2026

    | ▶ | Strong corporate governance guidelines and policies |

  9. Director Nominees: Terms to Expire 2026

    | ▶ | Diversity of Board skills and experience |

  10. Director Nominees: Terms to Expire 2026

    | ▶ | Robust stock ownership guidelines for Directors and Executive Management |

  11. Director Nominees: Terms to Expire 2026

    | ▶ | Directors attended all Board and Committee meetings in fiscal year 2023, except Colleen S. Pritchett, who joined the Board in June 2023 |

  12. Director Nominees: Terms to Expire 2026

    | ▶ | Separate Chairman and Chief Executive Officer |

  13. Director Nominees: Terms to Expire 2026

    | ▶ | Succession planning process |

  14. Director Nominees: Terms to Expire 2026

    | ▶ | Majority voting with Director resignation policy for uncontested elections |

  15. Director Nominees: Terms to Expire 2026

    | ▶ | Stockholder outreach program |

  16. Director Nominees: Terms to Expire 2026

    | ▶ | Director training and education |

  17. Director Nominees: Terms to Expire 2026

    | ▶ | Annual Board and Director evaluations |

  18. Director Nominees: Terms to Expire 2026

    | ▶ | Mandatory retirement policy |

  19. Director Nominees: Terms to Expire 2026

    | ▶ | Board risk oversight and assessment |

  20. Director Nominees: Terms to Expire 2026

    | ▶ | Independent Directors meet in executive sessions without management present |

  21. Director Nominees: Terms to Expire 2026

    Compensation Governance Practices Our executive compensation program reflects the Board’s strong commitment to good governance.

  22. Director Nominees: Terms to Expire 2026

    | What we do | | | Balanced portfolio: The program design provides a balanced mix of cash and equity, annual and long-term incentives, and performance metrics (financial and operational goals). Double-trigger benefits: We have a double-trigger for change-in-control separation benefits. This means that a Change in Control of Carpenter Technology alone does not trigger any severance obligations to our Named Executive Officers (“NEOs”) under our Change-in-Control Severance Plan or vesting of awards. Clawback policy: We have a clawback policy that applies to both annual cash bonuses and short- and long-term cash incentives, as well as equity awards for NEOs and other senior executives. Key practices: The Human Capital Management Committee analyzes performance against robust and diversified performance metrics, ensures substantial equity ownership guidelines, annually reviews compensation peer groups, and provides and oversees limited perquisites. | Equity ownership guidelines: We maintain equity ownership guidelines that require Corporate Vice Presidents and above to achieve an equity ownership level, over a five-year period, equal to a certain multiple of base salary. For the CEO, the level is 5x base salary; for Senior Vice Presidents, 3x base salary; and for Corporate Vice Presidents, 2x base salary. Independent compensation consultants: We engage independent compensation consultants who provide information to support the Human Capital Management Committee’s work, including a peer group analysis, market compensation data, and an analysis of various compensation instruments and metrics. Risk assessment: The Human Capital Management Committee reviews an annual assessment by the independent compensation consultant to confirm that metrics and goals are appropriate to drive high performance without encouraging risk-taking beyond established risk parameters. |

  23. Director Nominees: Terms to Expire 2026

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 7 |

  24. Director Nominees: Terms to Expire 2026

    | Proxy Summary • Compensation Governance Practices |

  25. Director Nominees: Terms to Expire 2026

    | What we don’t do | | | Excise tax gross-ups: The compensation program does not include any change-in-control tax gross-ups to our executives. Dividend payments or accruals on unearned restricted stock units (“RSUs”): We do not pay or accrue dividends on unearned RSUs. Dividend equivalents will only be paid on time-based RSU awards upon satisfaction of the terms and conditions applicable to the underlying RSUs. Additionally, no dividend equivalent rights are granted on shares underlying stock options. Excessive perquisites: We do not provide excessive perquisites to our NEOs. Those offered are primarily financial and tax counseling, tax preparation, medical examinations, individual disability income protection plans, relocation expenses and parking fees at our Philadelphia headquarters. | Hedging/pledging of company stock: Our policy prohibits hedging or pledging of Carpenter Technology stock by NEOs. Option repricing: Our long-term incentive program does not permit repricing of stock options without stockholder approval. Additionally, the plan does not permit Carpenter Technology to offer a cash buyout of underwater options. Employment contracts: We do not provide employment contracts to our NEOs. |

  26. Director Nominees: Terms to Expire 2026

    | 8 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  27. Director Nominees: Terms to Expire 2026

    | Proxy Summary • Stockholder Engagement and Advisory Say-On-Pay Vote |

  28. Director Nominees: Terms to Expire 2026

    Pay for Performance Our compensation program targets market median positioning but is strongly focused on delivering a substantial portion of that compensation through performance-based compensation elements. This ensures proper alignment with our stockholders and ties the ultimate value delivered to NEOs (above/below target) to Carpenter Technology’s performance.

  29. Target Direct Compensation Mix – CEO

    Target Direct Compensation Mix – CEO

  30. Target Direct Compensation Mix – NEOs*

    Target Direct Compensation Mix – NEOs*

  31. Target Direct Compensation Mix – NEOs*

    | * Represents target pay mix for Messrs. Dee, Graf, Lain and Malloy. |

  32. Target Direct Compensation Mix – NEOs*

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 9 |

  33. Election of Directors

    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.

  34. Nomination Process and Criteria for Selection

    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.

  35. Nomination Process and Criteria for Selection

    | 10 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  36. Board Diversity and Experience

    Board Diversity and Experience Our Board of Directors brings diverse experience and perspectives to areas critical to our business. Their collective knowledge ensures appropriate management and risk oversight and supports our strategy of long-term sustainable stockholder value creation.

  37. Board Diversity and Experience

    | Director Name: | | Acoff | Hannan | Hart | Inglis | Karol | Ligocki | McLane | Pritchett | Thene | Ward | Younessi | | Knowledge, Skills and Experience | | | | | | | | | | | | | | CEO Experience Chief Executive Officer experience demonstrating a practical understanding of strategy, risk management, business operations and talent development. | | | | | | ● | ● | | | ● | ● | | | Key Industry Experience Provides valuable, in-depth knowledge of our industry and/or the end-use markets we serve, with a detailed understanding of our business challenges and opportunities. | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Operational Manufacturing Experience Experience and practical understanding of the development and implementation of our business plan and the risks and opportunities that can impact our operations and strategies. | | | | | ● | ● | ● | | ● | ● | | ● | | Financial Experience Experience in, and an understanding of, financial reporting and accounting processes, resulting in proficiency in financial management and reporting, capital allocation, and internal controls. | | | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | Strategy Experience Experience in allocation of capital and designing and implementing new initiatives to grow a business and create stockholder value. | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | International Experience Experience in working in global markets and understanding the nuances of international business environments. | | | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | R&D or Innovation Experience Experience in technology-related business, technological functions or implementing innovative technological business strategies, as well as an understanding of emerging technology trends. | | ● | | ● | ● | | | | ● | | ● | ● | | Age/Board Tenure | Average | | | | | | | | | | | | | Age | 62 | 56 | 62 | 44 | 72 | 69 | 66 | 70 | 50 | 62 | 68 | 58 | | Years on the Board | 7 | 4 | 1 | 4 | 20 | 11 | 6 | 3 | 0 | 8 | 22 | 2 | | Gender | | | | | | | | | | | | | | Female | | ✓ | ✓ | | | | ✓ | | ✓ | | | | | Male | | | | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | | Race/Ethnicity | | | | | | | | | | | | | | White/Caucasian | | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Black or African American | | ✓ | | | | | | | | | | | | American Indian or Alaska Native | | | ✓ | | | | | | | | | | | Middle Eastern | | | | | | | | | | | | ✓ |

  38. Board Diversity and Experience

    | | FOR | The Board of Directors recommends that you vote FOR the election of Steven E. Karol, Charles D. McLane, Jr., Colleen S. Pritchett and Tony R. Thene |

  39. Board Diversity and Experience

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 11 |

  40. Nominees

    Nominees

  41. Nominees

    | Steven E. Karol Mr. Karol is Managing Partner and founder of Watermill Group, a private investment firm specializing in strategic and operational management. He serves on the Boards of private companies owned by the Watermill Group, including Quality Metalcraft, Inc., Experi-Metal, Inc., Cooper and Turner, LTD., Beck Industries, Weston Industries and ENBI Global, Inc. Additionally, Mr. Karol is Chairman of the Board and CEO of HMK Enterprises, Inc., a privately-held investment company. From 2006 through February 2012, Mr. Karol served as a Director of Latrobe Specialty Metals, Inc. (“Latrobe”), a manufacturer and distributor of high-performance materials, which was partially owned by the Watermill Group during this time period and was acquired by Carpenter Technology in February 2012. Mr. Karol is currently a member of the Board of Advisors of The Walter Group. He has also served as Chairman of the Board at Mooney Aircraft Company, Director and Chairman of the Audit Committee at StockerYale, and as a Director for Jeepers! Inc., Intelligent Energy Limited, Inter-Tel Corp., Superior Tubes, and Fine Tubes. Mr. Karol is currently a member of the Young President’s Organization-Gold and has served as a member of the leadership team for this organization. During this time, Mr. Karol served on the International Board of Directors (1991—2001), Chairman of Strategic Planning (1993—1996), and as International President (1998—1999). He is currently a trustee of Tufts University and is Chairman of the Committee on Trusteeship. He received the 2009 Tufts Distinguished Service Award. He is also past Chairman of the Board of Trustees of Vermont Academy, and a Director Emeritus at the National Brain Tumor Society. In addition, he is a co-founder and President of the Herbert M. Karol Cancer Foundation. He formerly served as a member of the Board of Overseers of the Boston Symphony Orchestra, and he is a Trustee Emeritus of the Boston Ballet. These skills and experiences led to the conclusion that Mr. Karol should be re-elected to serve as a director of the Company. | | Managing Partner, Watermill Group; Chairman and Chief Executive Officer, HMK Enterprises, Inc. AGE DIRECTOR SINCE 69 2012 COMMITTEES ▶ Strategy (Chair) ▶ Corporate Governance ▶ Human Capital Management CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0 | | Qualifications | | | | ▶ Chief Executive Officer ▶ Key Industry Knowledge ▶ Strategic Experience ▶ Financial Experience | Mr. Karol’s qualifications include, among other things, his extensive business experience and experience as a Chief Executive Officer and Chairman of the Board, which enable him to contribute to the Board’s operational and growth initiatives. In addition, Mr. Karol’s experience as a Director of Latrobe (a wholly owned subsidiary of Carpenter Technology) enhances his contributions to the Board, particularly with respect to his industry knowledge and expertise. | |

  42. Nominees

    | 12 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  43. Nominees

    | Charles D. McLane, Jr. Mr. McLane served as the Executive Vice President and Chief Financial Officer of Alcoa Corporation from 2007 to 2013. As Chief Financial Officer, he had accountability for Alcoa’s Finance organization, which included Treasury, Controllership, Pension, Investor Relations, Tax, Audit and Financial Planning & Analysis. He was also responsible for the Global Business Service group, which provides IT, purchasing and business support services globally. Mr. McLane joined Alcoa in 2000 as Director of Investor Relations, following Alcoa’s acquisition of Reynolds Metals Company. Two years later, he was appointed Vice President and Corporate Controller, which also had responsibility for Alcoa Business Support Services. He also had accountability for Alcoa’s transactional service functions, including procurement, financial shared services, environment, health and safety services, and corporate aircraft operations. Prior to joining Alcoa, Mr. McLane worked for Reynolds Metals for 27 years serving in a series of financial assignments, including Division Controller, Director of Finance and Administration for Reynolds’ Global Can business unit, Assistant Controller and Assistant Treasurer. Mr. McLane currently serves on the board of Motion & Control Enterprises (MCE), a private company owned by Frontenac Company, a private equity firm specializing in strategic and operational management. Mr. McLane has served on the board of directors of the Alcoa Foundation, Alcoa World Alumina, and the National Board of Directors for the Girl Scouts of the USA. Previously, he was a member of the Conference Board’s Council of Financial Executives Institute and a member of the CFO Board Academy, as well as a member of the board of Sapa AB. Mr. McLane earned both a bachelor’s and a master’s degree in Accounting from Virginia Commonwealth University. He also attended the Executive Programs at the University of Virginia’s Darden School of Business and the Wharton School of Business at the University of Pennsylvania. These skills and experiences led to the conclusion that Mr. McLane should be re-elected to serve as a director of the Company. | | Former Executive Vice President and Chief Financial Officer – Alcoa Corporation AGE DIRECTOR SINCE 70 2020 COMMITTEES ▶ Audit/Finance (Chair) ▶ Strategy CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0 | | Qualifications | | | | ▶ Key Industry Knowledge ▶ Strategic Experience ▶ Financial Experience ▶ International Experience | Mr. McLane’s qualifications include, among other things, his extensive accounting and financial expertise and background as a Chief Financial Officer in the public sector. | |

  44. Nominees

    | Colleen S. Pritchett Ms. Pritchett brings more than 25 years of global leadership experience and demonstrated success improving operations and expanding product portfolios through innovation and growth strategies in industrial, electronics, and aerospace industries. Ms. Pritchett is currently the President, Aperture Solutions - U.S. at Cornerstone Building Brands, Inc., the largest manufacturer of exterior building products in North America, a position she’s held since August 2022. From 2018 to 2022, she served as President, Americas Aerospace, a division of Hexcel Corporation, a leading producer of carbon fiber reinforcements and resin systems, and the world leader in honeycomb manufacturing for the commercial aerospace industry. Prior to Hexcel, Ms. Pritchett spent 22 years in various roles of increasing responsibility with DuPont. Ms. Pritchett received her Bachelor of Science in Chemical Engineering from Penn State University and an MBA from Goizueta Business School at Emory University. She also has leadership training from the Harvard Business School Leadership Program and Women in Governance Program at UCLA. These skills and experiences led to the conclusion that Ms. Pritchett should be re-elected to serve as a director of the Company. | | President, Aperture Solutions - U.S. at Cornerstone Building Brands, Inc. AGE DIRECTOR SINCE 50 2023 COMMITTEES ▶ Corporate Governance ▶ Human Capital Management ▶ Strategy CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0 | | Qualifications | | | | ▶ Operational Manufacturing Experience ▶ International Experience ▶ Deep Industry Experience ▶ Strategic Experience | Ms. Pritchett’s qualifications include, among other things, her leadership skills, and extensive operational, manufacturing, international and commercial experience. | |

  45. Nominees

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 13 |

  46. Nominees

    | Tony R. Thene Mr. Thene was appointed to serve as Carpenter Technology’s President and Chief Executive Officer in July 2015, when he was also appointed to the Board of Directors. He previously served as Carpenter Technology’s Senior Vice President and Chief Financial Officer from January 2013 until June 2015. Prior to joining Carpenter Technology, Mr. Thene served as the Chief Financial Officer of the Engineered Products and Solutions Business Group at Alcoa, Inc. from 2010 until 2013. Previously, he served as Vice President, Controller and Chief Accounting Officer of Alcoa. He also previously held various other positions during his 23-year career at Alcoa, including Director, Investor Relations; Chief Financial Officer for the Flat Rolled Products Group; Chief Financial Officer for Alcoa World Alumina and Chemicals; and manufacturing manager for the Alumina Chemicals business. Mr. Thene earned his undergraduate degree in Accounting from Indiana State University and his MBA from Case Western Reserve University, Cleveland, Ohio. Mr. Thene serves on the Board of Directors of Mativ Holdings, Inc., formed on July 6, 2022, by merger of Schweitzer-Mauduit International Inc., and Neenah, Inc., two leading global manufacturers of specialty materials. Previously he served on the Board of Directors of Neenah, Inc. from 2018 until 2022. He also served on Furman University’s Board of Trustees. These skills and experiences led to the conclusion that Mr. Thene should be re-elected to serve as a director of the Company. | | President and Chief Executive Officer, Carpenter Technology Corporation AGE DIRECTOR SINCE 62 2015 COMMITTEE ▶ Strategy CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 1 ▶ Mativ Holdings, Inc. | | Qualifications | | | | ▶ Chief Executive Officer ▶ Financial Experience ▶ Deep Industry Experience ▶ Operational Manufacturing Experience | Mr. Thene’s qualifications include his extensive financial knowledge, operational and manufacturing experience, and his leadership skills. | |

  47. Nominees

    | Dr. A. John Hart Dr. Hart is Professor of Mechanical Engineering and Head of the Department of Mechanical Engineering at the Massachusetts Institute of Technology (“MIT”). He is also the Director of the MIT Laboratory for Manufacturing and Productivity (LMP) and Center for Advanced Production Technologies (APT). From 2013 to 2020, he was an Associate Professor of Mechanical Engineering at MIT. Dr. Hart has worked extensively with industry and is a co-founder of Desktop Metal, Inc. and VulcanForms, Inc. Dr. Hart earned his master’s and Ph.D. degrees from MIT, and his undergraduate degree from the University of Michigan. He has received numerous awards for his research and teaching accomplishments. These skills and experiences led to the conclusion that Dr. Hart should serve as a director of the Company. | | Professor and Head of the Department of Mechanical Engineering at the Massachusetts Institute of Technology AGE DIRECTOR SINCE 44 2019 COMMITTEES ▶ Audit/Finance ▶ Science, Technology and Sustainability (Co-Chair) CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0 | | Qualifications | | | | ▶ Research and Development ▶ Key Industry Experience ▶ Innovation Experience ▶ Strategic Experience | Dr. Hart’s qualifications include, among other things, his extensive work in the areas of additive manufacturing, advanced materials, machine design, and automation. His industry expertise and his background as a professor in these areas add valuable support to both the Board and Carpenter Technology. | |

  48. Nominees

    | 14 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  49. Nominees

    | Kathleen Ligocki Kathleen Ligocki is a serial CEO, an experienced board member and an advisor for growth companies. During her operating career from 2015 to 2019, Ms. Ligocki served as the CEO of Agility Fuel Solutions, a leader in sustainable clean energy storage and propulsion solutions for commercial vehicles around the world. From 2014 to 2015, she served as the Chief Executive Officer of Harvest Power, one of the leading organics management companies in North America with a mission to create a more sustainable future by transforming organic wastes into bioenergy and soil amendment products. From 2012 to 2014, she worked as an Operating Partner at Kleiner Perkins Caufield & Byers, one of Silicon Valley’s top venture capital providers. From 2010 to 2012, Ms. Ligocki served as Chief Executive Officer of Next Autoworks, an auto company with a unique low-cost business model. From 2008 to 2009, Ms. Ligocki served as Chief Executive Officer of GS Motors, a Mexico City based auto retailer owned by Grupo Salinas, a large Mexican conglomerate. From 2003 to 2007, she served as Chief Executive Officer of Tower Automotive, a Fortune 1000 global auto supplier. Ms. Ligocki also founded her own firm, Pine Lake Partners, a consultancy firm focused on start-ups and turnarounds. She has held executive positions at Ford and United Technologies, where she led operations in the Americas, Europe, Africa, the Middle East, and Russia. She started her career at General Motors in manufacturing leadership, sales and strategy/program management. In addition to Carpenter Technology, Ms. Ligocki currently serves as an Independent Director on the public boards of Lear Corporation (Fortune 200 auto supplier) and PPG Industries (Fortune 500 coatings company), one private company board at Aperia Technologies, a tech start-up for tire management, and two advisory boards focused on tackling the world’s climate challenges through innovation: Lime Rock New Energy and Assembly Ventures. Ms. Ligocki is a board member at Indiana University Foundation. Ms. Ligocki earned a BA degree with highest distinction from Indiana University Kokomo and holds an MBA from the Wharton School at the University of Pennsylvania where she was a GM fellow. She also has been awarded honorary doctorate degrees from Indiana University Kokomo, Central Michigan University, and Oakland University. These skills and experiences led to the conclusion that Ms. Ligocki should serve as a director of the Company. | | Former CEO of Agility Fuel Solutions AGE DIRECTOR SINCE 66 2017 COMMITTEES ▶ Human Capital Management (Chair) ▶ Corporate Governance ▶ Strategy CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 2 ▶ Lear Corporation ▶ PPG Industries | | Qualifications | | | | ▶ Chief Executive Officer ▶ International Experience ▶ Key Industry Experience ▶ Operational Manufacturing Experience ▶ Financial Experience | Ms. Ligocki’s qualifications include, among other things, her Chief Executive Officer experience and leadership skills. Her international knowledge and operational manufacturing experience bring valuable insight to the Board. | |

  50. Nominees

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 15 |

  51. Nominees

    | Ramin Younessi Mr. Younessi served as Group President, Construction Industries Group, of Caterpillar, Inc. before retiring in January 2021. As Group President of Caterpillar’s Construction Industries Group, he was responsible for Earthmoving, Excavation, Building Construction Products, China Operations and Global Construction & Infrastructure Divisions, Global Rental and Used Equipment Services, and Strategic Procurement. Mr. Younessi joined Caterpillar in 2013 and has also served as Caterpillar’s Group President of Energy & Transportation and Vice President of Industrial Power Systems. Prior to joining Caterpillar, Mr. Younessi held a number of senior executive positions at Daimler AG and Navistar Inc. In addition, Mr. Younessi has been a board member, investor, and Senior Advisor to Madison Dearborn Partners (MDP), a leading private equity investment firm, and board member on several portfolio companies since 2013. Mr. Younessi holds a bachelor’s degree in Electrical Engineering from Rochester Institute of Technology, a master’s degree in Electrical Engineering from Syracuse University and a master’s degree in Engineering Management from the University of Maryland. Mr. Younessi is a registered professional engineer in the state of Illinois and a member of SAE International. These skills and experiences led to the conclusion that Mr. Younessi should serve as a director of the Company. | | Retired Group President – Caterpillar Inc. AGE DIRECTOR SINCE 58 2021 COMMITTEES ▶ Audit/Finance ▶ Science, Technology and Sustainability CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0 | | Qualifications | | | | ▶ Operational Manufacturing Experience ▶ Financial Experience ▶ International Experience ▶ Research and Development | Mr. Younessi’s qualifications include, among other things, his extensive, operational manufacturing experience, research and development, financial experience, and global business experience. | |

  52. Nominees

    | Dr. Viola L. Acoff Dr. Acoff is currently the Dean of the School of Engineering and Professor of Mechanical Engineering at the University of Mississippi, a position she has held since July 2023. From 2014 through June 2023, Dr. Acoff was the Associate Dean for Undergraduate and Graduate Programs and Professor of Metallurgical Engineering at The University of Alabama, where she served nearly 30 years on the faculty in the College of Engineering and in various administrative positions. She received a Doctor of Philosophy in Materials Engineering and holds graduate and undergraduate degrees in the same field. All degrees were earned at the University of Alabama at Birmingham. Dr. Acoff also serves on the TMS Board of Directors, the Board of Trustees for the Alabama School of Cyber Technology and Engineering, and the Board of Trustees for the Four Little Girls Memorial Fund. She holds multiple awards, honors, and publications. These skills and experiences led to the conclusion that Dr. Acoff should serve as a director of the Company. | | Dean of the School of Engineering and Professor of Mechanical Engineering at the University of Mississippi AGE DIRECTOR SINCE 56 2019 COMMITTEES ▶ Corporate Governance ▶ Human Capital Management ▶ Science, Technology and Sustainability (Co-Chair) CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0 | | Qualifications | | | | ▶ Innovation Experience ▶ Research and Development ▶ Intellectual Property | Dr. Acoff’s qualifications include, among other things, her expertise in additive manufacturing, advanced materials, welding metallurgy, physical metallurgy and materials characterization. Additionally, Dr. Acoff’s strong background as a professor in the metallurgical and materials area enables her to contribute valuable knowledge to our Board. | |

  53. Nominees

    | 16 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  54. Nominees

    | Dr. Kathy Hopinkah Hannan Dr. Hannan is a former partner with KPMG, where she held several global leadership roles during her distinguished 30-year career. Her roles included Global Lead Partner & National Managing Partner for Diversity & Corporate Responsibility, Vice Chairman of Human Resources, and a leader in KPMG’s tax practice. In addition, she served on KPMG’s U.S. and Americas Management Committees and as a member of the Board of Trustees of The KPMG Foundation. Dr. Hannan currently serves on the Boards of Otis Worldwide Corporation, Ginko Bioworks and Annaly Capital Management, Inc. She also serves on the Board of Trustees of The Conference Board. Dr. Hannan holds a bachelor’s degree in Accounting from Loras College, and a PhD in Leadership/Ethics from Benedictine University. She is a Certified Public Accountant. These skills and experiences led to the conclusion that Dr. Hannan should serve as a director of the Company. | | Former Partner with KPMG AGE DIRECTOR SINCE 62 2022 COMMITTEES ▶ Audit/Finance ▶ Strategy CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIP 3 ▶ Otis Worldwide Corporation ▶ Ginkgo Bioworks ▶ Annaly Capital Management, Inc. | | Qualifications | | | | ▶ Financial Experience ▶ Strategic Experience ▶ Leadership Experience | Dr. Hannan’s qualifications include, among other things, her extensive accounting and financial expertise. Dr. Hannan’s strategy and leadership experience enable her to share valuable perspectives on a variety of issues. | |

  55. Nominees

    | I. Martin Inglis Mr. Inglis joined Battelle, a research and development enterprise headquartered in Columbus, Ohio, in 2004, and served as Executive Vice President and Chief Operating Officer, retiring in July 2014. Through July 2013, he also served as Chief Financial Officer. Previously, he had retired as Group Vice President, Business Strategy for Ford Motor Company. He joined Ford of Europe in London in 1971 and held various finance and operations positions in international and domestic markets. He was named head, Global Products and Business Strategy, and elected a corporate Vice President in 1996; President, Ford South America, in 1999; head, Ford North America, in 2000; and Chief Financial Officer in 2001. Mr. Inglis also served on the Advisory Board of three venture funds (Reservoir Ventures, Battelle Ventures, and Fletcher Spaght), stepping down in mid-2015 from the first two. Mr. Inglis is active in local charities and serves on the Board of Breckenridge Creative Arts where he is the Chairman. He served as the Chairman of the Columbus Symphony Orchestra for six years through 2014. He holds a bachelor’s degree in Business Economics from Strathclyde University, Glasgow, Scotland. These skills and experiences led to the conclusion that Mr. Inglis should serve as a director of the Company. | | Chairman, Carpenter Technology Corporation; Retired Chief Operating Officer, Battelle; Previous Chief Financial Officer, Ford Motor Company AGE DIRECTOR SINCE 72 2003 CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0 | | Qualifications | | | | ▶ Financial Experience ▶ Strategic Experience ▶ Labor Relations | Mr. Inglis’ qualifications include, among other things, his extensive financial expertise and background as a Chief Financial Officer in both the public and private sectors. Additionally, Mr. Inglis’ substantial operational and labor relations experience and broad international knowledge enable him to provide valuable perspective to support Carpenter Technology’s growth strategies. | |

  56. Nominees

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 17 |

  57. Nominees

    | Stephen M. Ward, Jr. Mr. Ward is the retired President and Chief Executive Officer of Lenovo Corporation, the international computer company formed by the acquisition of IBM’s PC business by Lenovo. Mr. Ward is a member of the founding team of C3.ai, the leading developer of Artificial Intelligence enterprise platforms and serves as a board member and Compensation Committee Chairperson. He has served on the Molekule Group, Inc. Board of Directors since 2022. Prior to joining Lenovo, Mr. Ward was Senior Vice President and General Manager of IBM’s Personal Systems Group, responsible for the Personal Computing Division, the Retail Store Solutions Division, and the Printing Systems Division. In his 26-year career with IBM, he also served as IBM’s Chief Information Officer, and IBM Vice President of Business Transformation, directing business process and information technology investments. Mr. Ward was also General Manager of IBM’s Global Industrial Sector, responsible for the marketing, sales, and service of IBM products and services to all manufacturing and industrial companies worldwide and General Manager of the IBM ThinkPad product lines. Mr. Ward began his career at IBM as an engineer in the Storage Products Division. He held various management positions in manufacturing, production control, and project development for disk drive, tape, and optical storage projects and software development, and was also an assistant to the IBM Chairman. Previously, he held positions on the boards of Lenovo, E-Ink, E2open, where he was a co-founder, QDVision, KLX Aerospace, KLXE Energy, and Vonage Holdings. Mr. Ward earned a BS degree in Mechanical Engineering from California Polytechnic State University at San Luis Obispo. These skills and experiences led to the conclusion that Mr. Ward should serve as a director of the Company. | | Retired President and Chief Executive Officer, Lenovo Corporation AGE DIRECTOR SINCE 68 2001 COMMITTEES ▶ Corporate Governance (Chair) ▶ Human Capital Management ▶ Science, Technology and Sustainability CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 2 ▶ C3.ai ▶ Molekule Group, Inc. | | Qualifications | | | | ▶ Chief Executive Officer ▶ Chief Information Officer ▶ Information Technology and Digital Transformation ▶ Innovation Experience ▶ International Experience ▶ Financial Experience | Mr. Ward’s qualifications include, among other things, his broad executive experience and focus on General Management, Digital Transformation, Cyber, and Product and Services innovation, which enable him to share with the Board valuable perspectives on a variety of issues relating to management, strategic planning, tactical capital investments, and international growth. | |

  58. Nominees

    | 18 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  59. Corporate Governance

    Corporate Governance Carpenter Technology’s business, property and affairs are managed under the direction of its Board of Directors in accordance with the General Corporation Law of the State of Delaware and Carpenter Technology’s Certificate of Incorporation and By-Laws. While Carpenter Technology’s non-employee directors are not involved in day-to-day operating details, they are kept informed of Carpenter Technology’s business through written reports and documents provided to them regularly, as well as by operating, financial and other reports presented by Carpenter Technology’s officers during meetings of the Board of Directors and its committees. Board Information

  60. Majority Voting Standard for Election of Directors

    Majority Voting Standard for Election of Directors The By-Laws provide that directors will be elected by a majority of the votes cast except in the event of a contested election, where the number of candidates for election exceeds the number of directors to be elected. In a contested election, directors will be elected by a plurality of the votes cast.

  61. Director Compensation

    Director Compensation The Board regularly reviews director compensation with the assistance of its outside advisor to ensure that it is appropriate and competitive in light of market circumstances and prevailing “best practices” for corporate governance. The compensation elements reflect the Board’s view that compensation to the non-employee directors should consist of an appropriate mix of cash and equity awards. Our director compensation approach provides for quarterly vesting of equity awards and allows elective deferral of the delivery of earned shares and cash.

  62. Elements of Annual Director Compensation

    Elements of Annual Director Compensation

  63. Elements of Annual Director Compensation

    | Pay Element | Board Year 2023 Compensation | | | | Annual Retainer (50% Cash/50% Stock Units) | Board Members: | $130,000 Cash/Stock Units | | | At least 50% of the annual retainer is paid in stock units, which aligns the directors’ personal interests with those of our stockholders. | Board Chair*: | $200,000 Cash/Stock Units | | | | *The roles of Chairman and CEO are separate, and the Chairman attends Board and committee meetings. | | | | Committee Chair Retainers (Cash) | Audit/Finance Committee: | | $25,000 | | | Human Capital Management Committee: | | $17,500 | | | Corporate Governance, Strategy and Science, Technology and Sustainability Committees: | | $12,500 | | Stock Options (Equity) | Directors receive an annual stock option award subject to the conditions stated below. | | | | Non-Retainer Stock Units (Equity) | Directors receive additional awards of stock units subject to the conditions stated below. | | |

  64. Elements of Annual Director Compensation

    Stock Options and Stock Units We compensate our non-employee directors with equity-based compensation under our Stock-Based Compensation Plan for Non-Employee Directors (“Director Stock Plan”). Initial Grant: Directors receive up to 4,000 stock options upon joining the Board. Annual Stock Option Grant: In addition to any initial grant of stock options, each director is granted a number of stock options annually, on or about the date of Carpenter Technology’s Annual Meeting of Stockholders or on another date as the Board may determine. These options will have a fair value on the grant date, in combination with the annual non-retainer stock units described below, if any, of up to $90,000 (or such different number as determined by the Board). Annual Non-Retainer Stock Units Grant: In addition to the grant of options or an award of retainer stock units, each director is granted an additional award of stock units annually having a fair value on the grant date, in combination with the annual stock option grant described above, if any, of up to $90,000 (or such different number as determined by the Board). Grant Date: The grant date for the awards described above will be on or about the date of the Annual Meeting of Stockholders (or such other date as determined by the Board). The number of units and options is based on the last sale price of Carpenter Technology’s common stock on the date of grant. Vesting: Subject generally to the director’s continued service, the stock options or stock units vest in full on the first anniversary of the grant date. If a director’s service terminates prior to the first anniversary of the grant date for reasons other than Cause, a Change in Control, Death or Disability (each as defined in the Director Stock Plan), one-quarter of the stock options or stock units will vest for every three months of service following the grant date. Terminations for Cause result in the forfeiture of all outstanding stock options and all stock units. All stock options have ten-year terms. Notwithstanding the foregoing, if a director elects to have more than 50% of his or her annual retainer paid in the form of stock units, the stock units representing the excess (e.g., 60% would be a 10% excess) are fully vested and nonforfeitable as of the grant date.

  65. Elements of Annual Director Compensation

    | 32 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  66. Elements of Annual Director Compensation

    | Director Compensation • Director Stock Ownership Policy |

  67. Elements of Annual Director Compensation

    | Upon a Change in Control: In the event of a Change in Control (as defined in the Director Stock Plan), all stock units vest immediately and are payable in shares of common stock, and stock options become immediately exercisable. A director may exercise vested options at any time during the original term. Upon Death or Disability: In the event of separation from service due to Death or Disability (as defined in the Director Stock Plan), all stock units and stock options vest immediately. |

  68. Elements of Annual Director Compensation

    Deferral Policy: Directors may elect under the Director Stock Plan to have distribution of all or a portion of their stock units deferred until the later of their separation from service or a specific date/event. Carpenter Technology distributes a participating director’s deferred units, based on the director’s advance election, in a lump sum or in any number of annual installments up to a maximum of 15, beginning within 30 days following the later of the director’s separation from service or the date/event elected. Dividend Equivalents on Stock Units: In the event that the Company pays dividends on outstanding common stock, dividend equivalents are credited to each director who has outstanding stock units. Dividend equivalents are reinvested in the form of additional stock units, with the number of units credited determined by dividing the dividend dollar amount by the closing price of Carpenter Technology common stock on the NYSE on the dividend equivalent payment date. Stock units that are attributable to dividend equivalents vest on the same basis as the underlying stock unit award. No dividend equivalent rights are granted on shares underlying stock option awards. Director Stock Ownership Policy It is our policy that non-employee directors must maintain a reasonable equity interest in order to provide them with a proprietary interest in Carpenter Technology’s growth and performance, to generate an increased incentive to contribute to the Company’s future success and prosperity by their personal efforts, and generally to enhance the community of interest between directors and our stockholders. The current policy requires each director to hold equity in Carpenter Technology with an aggregate fair market value equal to at least six times the annual cash retainer. There is a five-year phase-in period for satisfying the minimum equity holding requirements, and a director is expected to retain the equity for the duration of Board service. All current non-employee directors satisfy the minimum equity holding requirements or are on track to satisfy such requirements in the stated phase-in period. Compensation for Non-Employee Directors Directors have three options with respect to payment of the cash portion of their annual retainer and 100% of committee chair fees:

  69. Elements of Annual Director Compensation

    | ▶ | Receive cash currently; |

  70. Elements of Annual Director Compensation

    | ▶ | Defer all or a portion until a future date/event and then receive cash under Carpenter Technology’s Deferred Compensation Plan for Non-Management Directors (“Director Cash Deferral Plan”); or |

  71. Elements of Annual Director Compensation

    | ▶ | Defer all or a portion until the later of their separation from service or a specific date/event and then receive common stock under the Director Stock Plan. |

  72. Elements of Annual Director Compensation

    Under the Director Cash Deferral Plan, interest is credited semi-annually at Carpenter Technology’s “Five-Year Medium-Term Note Borrowing Rate,” a term defined in the Director Cash Deferral Plan. Carpenter Technology distributes a participating director’s deferred cash based on the director’s advance election, in a lump sum or in any number of annual installments up to a maximum of 15, beginning on a future date or upon the event elected.

  73. Elements of Annual Director Compensation

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 33 |

  74. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table This table shows the compensation paid or awarded to each non-employee director during fiscal year 2023. Our CEO is not compensated for his Board service.

  75. Fiscal Year 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash (includes Chair Retainer) ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Change in pension value and nonqualified deferred compensation earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Acoff, Viola L. | 74,375 | 125,058 | 35,012 | 0 | 12,868 | 247,313 | | Hannan, Kathy A. | 65,000 | 125,058 | 35,012 | 0 | 2,530 | 227,600 | | Hart, A. John | 74,375 | 125,058 | 35,012 | 0 | 12,868 | 247,313 | | Inglis, I. Martin | 100,000 | 210,019 | 60,007 | 0 | 50,573 | 420,599 | | Karol, Steven E. | 77,500 | 125,058 | 35,012 | 0 | 27,916 | 265,486 | | Ligocki, Kathleen | 82,500 | 125,058 | 35,012 | 0 | 16,024 | 258,594 | | McLane, Jr., Charles D. | 90,000(5) | 125,058 | 35,012 | 0 | 13,093 | 263,163 | | Pritchett, Colleen S. | 5,476 | 41,857 | 94,632 | 0 | 0 | 141,965 | | Wadsworth, Jeffrey | 38,750 | 0 | 0 | 0 | 9,450 | 48,200 | | Ward, Jr., Stephen M. | 77,500 | 125,058 | 35,012 | 1,235 | 56,015 | 294,820 | | Younessi, Ramin | 65,000 | 125,058 | 35,012 | 1,174 | 4,272 | 230,516 |

  76. Fiscal Year 2023 Director Compensation Table

    | (1) The grant date fair value of stock units granted to our directors in fiscal year 2023 was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Assumptions made in this valuation are set forth in Note 15 to the financial statements contained in Carpenter Technology’s 2023 Annual Report on Form 10-K. Annual stock units granted and credited to each director’s account are subject to partial forfeiture if the director separates from Board service prior to the first anniversary of the grant date for any reason other than Death or Disability. |

  77. Fiscal Year 2023 Director Compensation Table

    | Each director, with the exception of Mr. Inglis and Ms. Pritchett, was credited with 3,646 stock units for fiscal year 2023 on October 11, 2022, representing a grant date fair value of $125,058. Retainer stock units credited to each director represent $65,033 of the annual retainer. The remaining stock units credited represent an annual award of additional stock units as described above with a grant date fair value of $60,025. |

  78. Fiscal Year 2023 Director Compensation Table

    | Mr. Inglis, who serves as Chairman, was credited with 6,123 stock units for fiscal year 2023 on October 11, 2022, representing a grant date fair value of $210,019. Retainer stock units credited represent $100,019 of his annual retainer. The remaining stock units credited represent an annual award of additional stock units as described above with a grant date fair value of $110,000. |

  79. Fiscal Year 2023 Director Compensation Table

    | Mr. Wadsworth retired from the Board on October 11, 2022, and did not receive a stock unit grant. |

  80. Fiscal Year 2023 Director Compensation Table

    | Ms. Pritchett joined the Board on June 1, 2023, and was credited with 906 stock units for fiscal year 2023 on that date, representing a grant date fair value of $41,857. Of this total number, 471 stock units represent $21,760 of her prorated annual retainer. The remaining stock units credited represent a prorated annual award of additional stock units with a grant date fair value of $20,097. |

  81. Fiscal Year 2023 Director Compensation Table

    | The total number of stock units credited to each director under the Director Stock Plan as of June 30, 2023, including stock units that were credited with respect to prior fiscal years and reinvested dividend equivalents, was: V. Acoff – 18,094; K. A. Hannan – 5,026; A. J. Hart – 18,094; I. M. Inglis – 66,996; S. Karol – 37,115; K. Ligocki – 22,083; C. McLane, Jr. – 19,462; C. Pritchett – 906; J. Wadsworth – 0; S. Ward, Jr. – 72,634; and R. Younessi – 7,227. |

  82. Fiscal Year 2023 Director Compensation Table

    | (2) The grant date fair value of option awards granted to our directors in fiscal year 2023 was computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. Assumptions made in this valuation are set forth in Note 15 to the financial statements contained in Carpenter Technology’s 2023 Annual Report on Form 10-K. |

  83. Fiscal Year 2023 Director Compensation Table

    | Each director, with the exception of Mr. Inglis and Ms. Pritchett, received an annual award of 2,408 stock options for fiscal year 2023 on October 11, 2022, representing a grant date fair value of $35,012. Mr. Inglis received an annual award of 4,127 stock options for fiscal year 2023 on October 11, 2022, representing a grant date fair value of $60,007. Mr. Wadsworth retired from the Board on October 11, 2022, and did not receive a stock option grant. |

  84. Fiscal Year 2023 Director Compensation Table

    | Ms. Pritchett joined the Board on June 1, 2023, and was credited with 565 stock options for fiscal year 2023 on that date representing a grant date fair value of $11,712. She also received an additional award of 4,000 stock options upon joining the Board, representing a grant date fair value of $82,920. |

  85. Fiscal Year 2023 Director Compensation Table

    | The total number of shares subject to stock options credited to each director under the Director Stock Plan that remains outstanding as of June 30, 2023, including stock options that were granted in prior fiscal years, was: V. Acoff –18,052; K. H. Hannan – 7,399; A. J. Hart – 18,052; I. M. Inglis – 35,609; S. Karol – 28,734; K. Ligocki – 19,938; C. McLane, Jr. – 15,734; C. Pritchett – 4,565; J. Wadsworth – 26,326; S. Ward, Jr. – 28,734; and R. Younessi – 9,234. |

  86. Fiscal Year 2023 Director Compensation Table

    | (3) Reflects above-market earnings equal to 49% above 120% of the Applicable Federal Rate (AFR) Long-Term Rate on compensation deferred that is not tax qualified. |

  87. Fiscal Year 2023 Director Compensation Table

    | 34 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  88. Fiscal Year 2023 Director Compensation Table

    | (4) Includes the aggregate dollar amount of dividend equivalents paid in fiscal year 2023 on the stock unit balance credited to each director’s account with respect to dividends paid on outstanding common stock during fiscal year 2023. Dividend equivalents are reinvested in the form of additional stock units, with the number of units credited being determined by dividing the dividend dollar amount by the closing price on the NYSE on the dividend equivalent payment date. |

  89. Fiscal Year 2023 Director Compensation Table

    | (5) Includes fees deferred in the form of stock units pursuant to an advance deferral election for compensation earned in calendar year 2023. |

  90. Fiscal Year 2023 Director Compensation Table

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 35 |

  91. Compensation Discussion and Analysis

    | Executive Summary | 44 | | Stockholder Engagement | 46 | | Incentive Program – Changes Made to Fiscal Year 2023 | 46 | | Executive Compensation Philosophy and Framework | 46 | | Elements of our Fiscal Year 2023 Compensation Program | 49 | | Annual Compensation | 51 | | Omnibus Stock Plan | 53 | | Compensation Program Risk Assessment | 56 | | Fiscal Year 2023 NEO Compensation | 57 | | Executive Compensation Practices | 59 | | Tax Policies | 65 |

  92. Executive Summary

    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.”

  93. Financial and Safety Metrics

    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

  94. Our Compensation Policies and Practices

    | What We Do | | | Balanced portfolio: The Committee ensures a balanced mix of cash and equity, annual and long-term incentives, and performance metrics, including operating income, adjusted free cash flow, safety, ESG-Based Goals, Adjusted ROIC, Adjusted EBITDA and Total Stockholder Return (“TSR”). Double-trigger benefits: We have a double-trigger for change-in-control separation benefits. This means that a Change in Control of Carpenter Technology alone does not trigger any severance obligations to our NEOs under our Change-in-Control Severance Plan or vesting of awards. Clawback policy: We have a clawback policy that applies to both annual cash bonuses and short- and long-term cash incentives, as well as equity awards for NEOs and other senior executives. Key practices: The Committee analyzes performance against robust and diversified performance metrics, ensures substantial equity ownership guidelines, annually reviews compensation peer groups, and provides and oversees limited perquisites. | Equity ownership guidelines: We maintain equity ownership guidelines that require Corporate Vice Presidents and above to achieve an equity ownership level, over a five-year period, equal to a certain multiple of base salary. For the CEO, the level is 5x base salary; for Senior Vice Presidents, 3x base salary; and for Corporate Vice Presidents, 2x base salary. Independent compensation consultants: We engage independent compensation consultants who provide information to support the Committee’s work, including a peer group analysis, market compensation data, and an analysis of various compensation instruments and metrics. Risk assessment: The Committee reviews an annual assessment by an independent compensation consultant to confirm that metrics and goals are appropriate to drive high performance without encouraging risk-taking beyond established risk parameters. |

  95. Our Compensation Policies and Practices

    | What We Don’t Do | | | Excise tax gross-ups: The compensation program does not include any change-in-control tax gross-ups to our executives. Dividend payments or accruals on unearned restricted stock units (RSUs): We do not pay or accrue dividends on unearned RSUs. Dividend equivalents will only be paid on time-based RSU awards upon satisfaction of the terms and conditions applicable to the underlying RSUs. Additionally, no dividend equivalent rights are granted on shares underlying stock options. Excessive perquisites: We do not provide excessive perquisites to our NEOs. Those offered are primarily financial and tax counseling, tax preparation, medical examinations, individual disability income protection plans, relocation expenses and parking fees at our Philadelphia headquarters. | Hedging/pledging of Company stock: Our policy prohibits hedging or pledging of Carpenter Technology stock by NEOs. Option repricing: Our long-term incentive program does not permit repricing of stock options without stockholder approval. Additionally, the program does not permit Carpenter Technology to offer a cash buyout of underwater options. Employment contracts: We do not provide any employment contracts to our NEOs. |

  96. Overview of Key Compensation Elements

    | | Compensation Element | Description | Rationale | | | Base Salary | ▶ Fixed component of pay targeted at the median of the market. | ▶ Provides fixed compensation for executive to perform job functions. | | | Annual Cash Incentive | ▶ Delivered in cash annually. ▶ Tied to achievement of financial and operational goals (operating income, adjusted free cash flow and safety metrics). ▶ Executives can earn 0-200% of their target award based on achievement of pre-established targets. | ▶ Rewards achievement of key drivers of our annual operating plan. ▶ Provides tangible, achievable goals and reinforces key priorities of the organization. | | | Adjusted ROIC-Based Restricted Stock Units (22.5% of LTI) | ▶ Executives can earn 0-200% of their target award based upon Adjusted ROIC achieved vs. target over a three-year period with a TSR modifier of +/- 20%. ▶ Vests at the end of the three-year period, if earned. ▶ Dividend equivalents are not accrued or paid on these RSUs. | ▶ Critical to incent management to invest and manage assets to deliver the greatest return. ▶ Vesting period is consistent with market practice and assists with retention. | | | Adjusted EBITDA-Based Restricted Stock Units (22.5% of LTI) | ▶ Executives can earn 0-200% of their target award based upon Adjusted EBITDA achieved vs. target over a three-year period with a TSR modifier of +/- 20%. ▶ Vests at the end of the three-year period, if earned. ▶ Dividend equivalents are not accrued or paid on these RSUs. | ▶ Focuses executives on achievement of our Adjusted EBITDA goal, which is strongly tied to stockholder value creation. ▶ Provides tangible, achievable goal as senior leaders have the greatest ability to drive Adjusted EBITDA. ▶ Vesting period is consistent with market practice and assists with retention. | | | ESG-Based Incentives (5% of LTI) | ▶ Executives can earn 0-200% of their target award based upon achievement of ESG-based goals vs. target over a three-year period with a TSR modifier of +/- 20%. ▶ Vests at the end of the three-year period, if earned. ▶ Dividend equivalents are not accrued or paid on these RSUs. | ▶ Focuses executives on achievement of ESG- based goals and reinforces the commitment the Company has made to these initiatives, which include a programmatic approach to reducing energy and water usage across sites. | | | Time-Based Restricted Stock Units (50% of LTI) | ▶ Vests in one-third annual increments over three years, subject to continued employment on the vesting date. ▶ Dividend equivalents are accrued on awards granted on or after October 8, 2019, and will only be paid upon satisfaction of the terms and conditions applicable to the underlying RSUs. | ▶ Vesting period is consistent with market practice and assists with retention. |

  97. Target Compensation Strategy and Pay Mix

    Target Compensation Strategy and Pay Mix The Committee developed fiscal year 2023 compensation levels through a framework that aligns the long-term interests of our leadership with those of our stockholders. The Committee benchmarked against the Comparator Group and survey data. NEO pay is generally targeted to be within a competitive range around market median.

  98. CEO Target Total Direct Compensation

    CEO Target Total Direct Compensation The Committee targets CEO total direct compensation (salary plus target annual incentive and target LTI) at the market median. The Committee sets pay by taking into account a number of factors, such as experience in the position, Company performance, individual performance and future potential. In setting target total direct compensation for the CEO, the Committee considers peer group data and supplements this information with CEO pay data from compensation surveys using revenue and industry comparators appropriate for Carpenter Technology. The Committee believes the blend of proxy data with survey data more accurately reflects CEO market pay levels. The Committee took the following actions regarding Mr. Thene’s pay in fiscal year 2023, which the Committee determined to be within the competitive range of the market:

  99. CEO Target Total Direct Compensation

    | ▶ | Base salary was increased 5.4% based on market data and performance; |

  100. CEO Target Total Direct Compensation

    | ▶ | Annual bonus under the Executive Incentive Bonus Compensation Plan was increased from 100% to 115% at target. The annual bonus was paid at 137.1% of target, consistent with operating results and other executives; and |

  101. CEO Target Total Direct Compensation

    | ▶ | Annual long-term incentive award was increased by 15.2%. The annual long-term incentive award was denominated 50% in time-based RSUs, 22.5% in Adjusted ROIC-based RSUs, 22.5% in Adjusted EBITDA-based RSUs and 5% in ESG-based RSUs. This is consistent with other executives and balances the goals of driving retention, absolute operational performance, relative stock price performance, and alignment with stockholders. |

  102. Executive Incentive Bonus Compensation Plan

    Executive Incentive Bonus Compensation Plan Carpenter Technology maintains an Executive Incentive Bonus Compensation Plan (“EIBCP”) because we believe that a significant portion of our NEOs’ potential compensation should be contingent on Company business results and successful leadership of our business. This is what will ultimately drive long-term value for our stockholders. The Committee oversees the EIBCP and establishes the metrics that will be used each year, with input from management and outside compensation consultants. For fiscal year 2023, the metrics, the respective weightings, and the rationale for the selection of each metric for the NEOs are detailed in the following table.

  103. Executive Bonus Compensation Plan Metrics Summary

    Executive Bonus Compensation Plan Metrics Summary

  104. Executive Bonus Compensation Plan Metrics Summary

    | Metric | Definition | Rationale | | Operating Income Weighting: 60% | Net Sales minus Operating Expenses includes: ▶ cost of sales, and selling, general and administrative expenses. | ▶ Focuses management on driving top line growth and managing expenses. ▶ Drives tangible goal achievement and focuses on factors most in the organization’s control. ▶ When considered in conjunction with Adjusted EBITDA (used for LTI), focuses management on the overall profitability of the organization. | | Adjusted Free Cash Flow Weighting: 30% | 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. | ▶ Focuses management on achievement of positive free cash flow through increased earnings and management of working capital levels and capital expenditures. | | Safety Metrics Weighting: 10% | ▶ Measured using a Human Performance Rate metric* | ▶ Emphasizes that our employees’ safety is our top priority. |

  105. Executive Bonus Compensation Plan Metrics Summary

    | * Human Performance Rate (HPR) metric is comprised of closed Bradley Actions and STOPS per 100 full-time workers during a one-year period. Bradley Actions are discrete activities employees do to drive from reactive (i.e., the lowest stage of safety culture) to interdependence behaviors (i.e., the highest stage of safety culture). STOP Actions empower employees to STOP work at any time following our OOPPPS (Outside of Procedures, Parameters, Process, or the Situation as expected? STOP and Seek Help) model to prevent injury or harm. |

  106. Executive Bonus Compensation Plan Metrics Summary

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 51 |

  107. Executive Incentive Bonus Compensation Plan Opportunity

    Executive Incentive Bonus Compensation Plan Opportunity The Committee sets performance goals for each metric at threshold, target and maximum levels. The NEOs’ potential annual incentive awards for overall achievement toward these goals are expressed as a percentage of their respective base salaries, as follows:

  108. Executive Incentive Bonus Compensation Plan Opportunity

    | |

  109. Executive Incentive Bonus Compensation Plan Opportunity

    The overall attainment is based on the total weighted attainment of all of the individual metrics. In order to verify EIBCP awards, the Audit/Finance Committee reviews the performance data relative to Carpenter Technology’s operating results for financial reporting purposes. The Committee then makes its award determinations.

  110. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    Executive Incentive Bonus Compensation Plan Metrics and Attainment The primary objective for setting the fiscal year 2023 annual incentive metrics was to encourage cash flow generation and optimize operating performance as we recovered from the challenges of the pandemic. The Committee selected these specific targets after an in-depth review of our operating plan and the industries within which Carpenter Technology operates, including certain external analysis as well as peer company practices. After reviewing all available information and analysis, the Committee applied judgment to define appropriate targets to align the relationship between pay and performance. Targets are based on Carpenter Technology’s fiscal year 2023 annual operating plan, and the annual operating plan is set each year based on certain assumptions. The following assumptions were considered in developing the fiscal year 2023 annual operating plan:

  111. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    | ▶ | A bottoms-up assessment of the timing and speed of market growth recovery from the impacts of the pandemic was considered for each end-use market. Targets were provided for each market related to expectations for price increases, net share gains, and new product sales. As a result of the overall assessment, net sales were expected to increase 33% in fiscal year 2023 compared to actual fiscal year 2022 results. |

  112. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    | ▶ | Operating cost savings were targeted both as a result of specific portfolio restructuring and cost savings initiatives undertaken by the Company as well aggressive deployment of the Carpenter Operating Model to increase efficiency and productivity and drive capacity enhancements. |

  113. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    | ▶ | An increase in adjusted free cash flow in fiscal year 2023 resulting from higher earnings. |

  114. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    | 52 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  115. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    For fiscal year 2023, the achievement targets for the Operating Income, Adjusted Free Cash Flow, and Safety metrics, and actual year-end attainment adjusted as described below, were as follows:

  116. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    | EIBCP Metrics and Attainment |

  117. Executive Incentive Bonus Compensation Plan Metrics and Attainment

    The overall attainment of 137.1% for fiscal year 2023 reflects maximum attainment of safety performance and above target attainment for operating income. Adjusted free cash flow performance lagged primarily as a result of an inventory build to support the growing demand conditions. Historically, Adjusted Free Cash Flow included cash used for dividends paid on outstanding common stock and participating securities. The definition was updated in fiscal year 2023 to exclude dividends paid. Omnibus Stock Plan

  118. Long-Term Equity Incentives

    Long-Term Equity Incentives We use the Carpenter Technology Corporation Stock-Based Incentive Compensation Plan for Officers and Key Employees (“Omnibus Plan”) to provide equity compensation to NEOs and other key personnel. The Omnibus Plan uses a combination of time-based and performance-based equity vehicles to attract and retain executives who can drive our performance and to create alignment between our executives and our stockholders. The Committee believes such awards focus executives on Carpenter Technology’s longer-term interests and strategic business decisions and encourage retention. To determine the mix of equity vehicles for the long-term incentive program, the Committee considered current industry trends, practice among our Comparator Group, and the behaviors the awards are intended to promote. The overall mix of incentive vehicles under the Omnibus Plan for fiscal year 2023 is shown below:

  119. Fiscal Year 2023 NEO Target LTI Opportunities

    Fiscal Year 2023 NEO Target LTI Opportunities For fiscal year 2023, the Committee relied on benchmarking and each executive’s contributions toward corporate goals to determine the following target values of incentives under the LTI program:

  120. Fiscal Year 2023 NEO Target LTI Opportunities

    | NEO | Total LTI Opportunity ($) | Time-Based RSU 50% of LTI ($) | 3-Year Performance- Based RSU (Adjusted ROIC) 22.5% of LTI ($) | 3-Year Performance- Based RSU (Adjusted EBITDA) 22.5% of LTI ($) | 3-Year Performance- Based RSU (ESG-Based) 5% of LTI ($) | | Tony R. Thene | 3,785,000 | 1,892,500 | 851,625 | 851,625 | 189,250 | | Timothy Lain | 850,000 | 425,000 | 191,250 | 191,250 | 42,500 | | James D. Dee | 450,000 | 225,000 | 101,250 | 101,250 | 22,500 | | Brian J. Malloy | 750,000 | 375,000 | 168,750 | 168,750 | 37,500 | | David Graf | 450,000 | 225,000 | 101,250 | 101,250 | 22,500 |

  121. Fiscal Year 2023 NEO Target LTI Opportunities

    Values shown above may differ slightly from values shown on the SCT Table due to method of rounding to full shares.

  122. Fiscal Year 2023 NEO Target LTI Opportunities

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 53 |

  123. Goals for Performance-Based RSUs

    Goals for Performance-Based RSUs We have three types of performance-based RSUs: those tied to achievement of Adjusted ROIC goals over a three-year performance period, those tied to achievement of Adjusted EBITDA goals over a three-year performance period, and those tied to achievement of ESG-based goals over a three-year performance period. The performance-based RSUs include a TSR modifier. The number of shares to be awarded under the Adjusted ROIC, Adjusted EBITDA and ESG-based measures may be modified up to 20% either positively or negatively depending on Carpenter Technology’s TSR performance relative to the Russell RSCC Materials & Processing Growth Index over the three-year performance period. TSR is used as a modifier to continue to promote alignment with stockholder value. The goals and attainment results for these fiscal year 2023 awards will conclude at the end of fiscal year 2025. Before modifications approved by the Committee in fiscal year 2021, the Adjusted ROIC targets for our historical performance-based RSUs were based on the cumulative three-year Adjusted EBITDA noted hereafter with no changes in long-term debt or capital structure. Moreover, the Adjusted EBITDA targets for our historical performance-based RSUs were based on a cumulative three-year compound annual growth rate based on a bottoms-up assessment of market growth potential for each end-use market over a three-year period, which included expected price increases, net share gains, and new product sales. Due to difficulties in setting three-year performance goals during the COVID-19 pandemic, the continued market disruption and volatility, and the need to motivate our executives with attainable goals that would reward them as the pandemic subsided and stability returned to our industry sectors, we modified the measurement of performance-based RSUs to drive high performance and, in the process, better align executive compensation with the interests of our stockholders. 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, instead of measuring RSUs for fiscal years 2021, 2022 and 2023 on a three-year cumulative basis, we measured the awards one year at a time with individual year’s targets set at the beginning of each fiscal year and measured the average over three years for a total payout percentage. The Committee will evaluate this LTI structure annually. We believe these modifications to performance-based RSUs that were made in fiscal year 2020 allowed this compensation to be calibrated more accurately with the volatility of our industry sector while still encouraging strong, focused performance within reasonably attainable levels. This is consistent with our overarching goal of rewarding executives for achieving corporate growth, aligns executives’ interests with those of stockholders, and fulfills our compensation philosophy.

  124. Goals for Performance-Based RSUs

    | 54 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  125. Results of the Fiscal Year 2021-2023 Program

    Results of the Fiscal Year 2021-2023 Program The goals and attainment results for the three-year performance-based RSU awards granted in fiscal year 2021, with a three-year performance cycle concluding at the end of fiscal year 2023, are detailed below. The targets for each fiscal year were established at the beginning of the respective fiscal year, factoring into the analysis the impact of the pandemic. In addition, actual results for fiscal years 2021 and 2022 were adjusted for attainment purposes consistent with the adjustments approved for the annual EIBCP. The attainment results for fiscal years 2021, 2022 and 2023 were averaged to determine the attainment for the three-year performance period. The three-year performance-based RSU metrics resulted in an average payout of 121.5% of target for these awards with a cycle concluding in fiscal year 2023. Each of the equity awards carries performance-based criteria, and payouts were commensurate with financial performance. We believe the performance periods are appropriate to motivate longer-term thinking while not so remote as to stagnate performance incentives in the immediate term.

  126. Consultant Analysis of Risk Concepts in Carpenter Technology Compensation Design

    | Performance Metrics | Growth | | Profitability | Compensation program does not inappropriately emphasize performance along one metric. | | | Returns | | Stockholders’ Experience | | | Target Setting | Internal Perspective | | External Perspective | Objectives are meaningful and appropriate. Pay outcomes make sense. | | Measurement Approach | Absolute Performance | | Relative Performance | Enables executive team to unite behind shared absolute goals and performance standards. Recognizes external conditions impacting industry. | | Form of Compensation | Cash | | Equity | Individual pay mix balances an executive’s (group’s) impact on Company results, link to stockholders’ experience, and risk/reward profile. | | | Annual | | Long-Term | | | Time Horizon | Short-term (1 year) | Intermediate (2 to 4 years) | Long-term (>5 years) | Less emphasis on attaining short-term goals. Varying time horizons help mitigate risk. | | | | | | | | | Sustainable Performance | | | |

  127. Consultant Analysis of Risk Concepts in Carpenter Technology Compensation Design

    | ▶ | Performance Goals and Variable Pay Mix |

  128. Consultant Analysis of Risk Concepts in Carpenter Technology Compensation Design

    | ▶ | Peer Group Compensation Benchmarking |

  129. Consultant Analysis of Risk Concepts in Carpenter Technology Compensation Design

    Annual benchmarking of compensation program target levels ensures consistency with our peer group. Fiscal Year 2023 NEO Compensation

  130. Individual and Company Pay-for-Performance Criteria

    | INDIVIDUAL PERFORMANCE CRITERIA ▶ Successful execution of key strategic goals ▶ Leadership capability ▶ Individual contribution to both short- and long-term business results ▶ Ethical conduct and regulatory compliance | COMPANY PERFORMANCE METRICS ▶ Operating Income ▶ Adjusted Free Cash Flow ▶ Safety (HPR) ▶ Adjusted ROIC ▶ Adjusted EBITDA ▶ ESG-Based Goals relating to reduction of energy and water usage across sites ▶ TSR |

  131. Fiscal Year 2023 Base Salary Compensation Decisions

    | ▶ | Mr. Thene’s base salary increased by 5.4% based on market data and performance (see explanation under “CEO Target Total Direct Compensation”). |

  132. Fiscal Year 2023 Base Salary Compensation Decisions

    | ▶ | Mr. Lain’s base salary increased by 5.0% based on market data and performance. |

  133. Fiscal Year 2023 Base Salary Compensation Decisions

    | ▶ | Mr. Dee’s base salary increased by 5.0% based on market data and performance. |

  134. Fiscal Year 2023 Base Salary Compensation Decisions

    | ▶ | Mr. Malloy’s base salary increased by 5.0% based on market data and performance. He received an additional increase of 3.5% in November 2022 to recognize increased responsibilities within his position. |

  135. Fiscal Year 2023 Base Salary Compensation Decisions

    | ▶ | Mr. Graf did not receive an increase based on market data. |

  136. Fiscal Year 2023 Annual and Long-Term Incentive Decisions

    Fiscal Year 2023 Annual and Long-Term Incentive Decisions

  137. Fiscal Year 2023 Annual and Long-Term Incentive Decisions

    | Pay Element | Fiscal Year 2023 Compensation Decisions | | Annual Incentives | Executive Incentive Bonus Compensation Plan resulted in attainment at 137.1% of target incentive. | | Long-Term Incentives | LTIs with a performance cycle concluding at the end of fiscal year 2023 resulted in an average attainment at 121.5% of target for performance-based RSUs. |

  138. Fiscal Year 2023 Annual and Long-Term Incentive Decisions

    | 58 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  139. Fiscal Year 2023 Annual and Long-Term Incentive Decisions

    Executive Compensation Practices

  140. Compensation Consultants

    Compensation Consultants For fiscal year 2023 executive compensation determinations, the Committee engaged Korn Ferry (“KF”), an independent compensation consulting firm, to conduct a competitive assessment of our executive compensation program for the NEOs and to make recommendations for the Committee’s review and approval. KF updated and reviewed peer group member companies and provided ongoing advice as needed to the Committee, including guidance on our CEO compensation package and our executive compensation program for the NEOs for fiscal year 2023. KF was also engaged to conduct an annual risk assessment of Carpenter Technology’s compensation programs. A representative from the outside compensation consulting firm also regularly attends Committee meetings to provide advice and guidance on Carpenter Technology’s executive compensation program. The Committee’s decision to engage KF in fiscal year 2023 was not made or recommended by management. The Committee and management believe that there was no conflict of interest between Carpenter Technology and KF during fiscal year 2023. In reaching this conclusion, the Committee and management considered the factors set forth by the SEC and NYSE regarding compensation advisor independence. Specifically, the Committee analyzed whether the work of KF as compensation consultant raised any conflict of interest, taking into consideration the following factors:

  141. Compensation Consultants

    | ▶ | Whether the consultant provides other services to Carpenter Technology; |

  142. Compensation Consultants

    | ▶ | The amount of fees Carpenter Technology paid to the consultant as a percentage of the consultant’s total revenue; |

  143. Compensation Consultants

    | ▶ | The policies and procedures of the consultant that are designed to prevent conflicts of interest; |

  144. Compensation Consultants

    | ▶ | Any business or personal relationship of the consultant or its individual compensation advisors with an executive officer of the Company; |

  145. Compensation Consultants

    | 60 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  146. Compensation Consultants

    | ▶ | Any business or personal relationship of the individual compensation advisors with any member of the Committee; and |

  147. Compensation Consultants

    | ▶ | Any Carpenter Technology stock owned by the consultant or its individual compensation advisors. |

  148. Compensation Consultants

    Additionally, Willis Towers Watson, an outside compensation consulting firm, was engaged by management to provide compensation market data, CEO pay ratio analyses and other information, including a pay level assessment for senior executives and a review of the stock plan and incentive plan design practices (overall approach, competitive target levels, and share utilization). This information was made available to the Committee.

  149. How We Benchmark Compensation

    How We Benchmark Compensation In developing competitive compensation recommendations with respect to the NEOs, KF established a benchmark match for each position based on a broad perspective of the relevant market and detailed competitive survey data and proxy disclosures of peer companies, for each of the following elements of compensation:

  150. How We Benchmark Compensation

    | ▶ | Base salary; |

  151. How We Benchmark Compensation

    | ▶ | Annual cash incentive; |

  152. How We Benchmark Compensation

    | ▶ | Total cash compensation; |

  153. How We Benchmark Compensation

    | ▶ | LTI; and |

  154. How We Benchmark Compensation

    | ▶ | Total direct compensation. |

  155. How We Benchmark Compensation

    The Committee accepted the consultant’s recommendation to use a comparator group for competitive compensation analysis that consists of sixteen public companies that manufacture and sell specialty metals and related products and that draw upon similar executive talent (the “Comparator Group”). The Comparator Group for fiscal year 2023 consisted of the public companies shown below. These companies operate in various parts of the world and have a median revenue of $2,113 million (compared to Carpenter Technology’s fiscal year 2023 revenue of $2,550 million).

  156. Comparator Group

    Comparator Group These companies were selected for inclusion in the Comparator Group based on industry, size, and US-based headquarters, with a particular focus on companies with which Carpenter Technology competes for executive talent, customers, or investor capital.

  157. Comparator Group

    | Company Name | Revenue(1) | Market Cap as of June 30, 2023 | | Valmont Industries, Inc.(2) | $4,338 | $6,128 | | Cabot Corporation | $4,259 | $3,756 | | Allegheny Technologies Incorporated | $4,127 | $5,686 | | Kaiser Aluminum Corporation | $3,147 | $1,139 | | Curtiss-Wright Corporation | $2,723 | $7,042 | | Woodward, Inc. | $2,778 | $7,139 | | Century Aluminum Company | $2,295 | $805 | | Minerals Technologies Inc.(3) | $2,147 | $1,877 | | Kennametal Inc. | $2,078 | $2,279 | | SunCoke Energy, Inc. | $2,053 | $659 | | Quaker Chemical Corporation | $1,973 | $3,504 | | Materion Corporation(4) | $1,704 | $2,354 | | Hexcel Corporation | $1,706 | $6,414 | | Triumph Group, Inc. | $1,357 | $810 | | Barnes Group Inc. | $1,303 | $2,135 | | Enpro Industries, Inc. | $1,112 | $2,788 | | Carpenter Technology Corporation | $2,550 | $2,729 |

  158. Comparator Group

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 61 |

  159. Comparator Group

    | (1) Reflects revenue for the period July 1, 2022, through June 30, 2023, unless noted otherwise |

  160. Comparator Group

    | (2) Reflects revenue for the period June 26, 2022, through July 1, 2023 |

  161. Comparator Group

    | (3) Reflects revenue for the period July 4, 2022, through July 2, 2023 |

  162. Comparator Group

    | (4) Reflects revenue for the period July 2, 2022 through June 30, 2023 |

  163. Individual Performance Criteria

    | ▶ | Contribution to both short- and long-term business results; and |

  164. Severance and Employment Arrangements

    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.

  165. Pension and Other Post-Employment Benefits

    Tax Policies To the extent the aggregate compensation subject to Code Section 162(m) paid to any NEO exceeds $1 million, it is not deductible by Carpenter Technology for federal income tax purposes unless it is grandfathered under the definition of “performance-based” compensation within the transitional provisions of Code Section 162(m) as amended by The Tax Cuts and Jobs Act of 2017 (the “Act”). The Act was enacted on December 22, 2017, and included changes to certain provisions of Code Section 162(m), including expanding the executives covered by the limitation to include the principal financial officer, as well as executives covered by the limitation in prior periods. Stock option awards granted under the Omnibus Plan on or before November 2, 2017 are treated as grandfathered and continue to constitute performance-based compensation excepted from the $1 million deduction limitation. With the exception of stock option awards, other awards issued under the Omnibus Plan before November 2, 2017 may not meet the grandfathering requirements because they are subject to reduction by the Committee. The tax laws do not require that all incentive compensation be deductible, and after considering the potential impact of the application of Code Section 162(m), the Committee may determine to provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of the Company and its stockholders.

  166. Executive Compensation

    | Summary Compensation Table | 67 | | Fiscal Year 2023 All Other Compensation Table | 68 | | Fiscal Year 2023 Grants of Plan-Based Awards Table | 69 | | Outstanding Equity Awards at End of Fiscal Year 2023 Table | 70 | | Fiscal Year 2023 Option Exercises and Stock Vested Table | 72 | | Pension Benefits | 73 | | Pension Benefits Table | 73 | | Tax-Qualified Defined Benefit Pension Plans | 74 | | Non-Qualified Defined Benefit Pension Plans | 75 | | Non-Qualified Deferred Compensation Plan for Officers and Key Employees | 76 | | Fiscal Year 2023 Non-Qualified Deferred Compensation Table | 76 | | Tax-Qualified Defined Contribution Pension Plans | 77 | | CEO Pay Ratio | 77 | | 2023 Summary Compensation Table Total Compensation Breakdown | 77 | | Pay versus Performance (“PvP”) | 78 | | Pay versus Performance Table | 79 | | Potential Payments Upon Termination of Employment | 82 | | Fiscal Year 2023 Potential Payments Upon Termination or Change-in-Control Table | 84 |

  167. Executive Compensation

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(2) | All Other Compensation(3) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Thene, Tony R. | 2023 | 970,898 | 0 | 3,785,070 | 0 | 1,522,136 | 0 | 154,693 | 6,432,797 | | President and Chief Executive Officer | 2022 | 924,272 | 0 | 3,285,016 | 0 | 477,186 | 0 | 127,534 | 4,814,008 | | | 2021 | 880,131 | 0 | 2,900,812 | 0 | 1,123,927 | 0 | 114,520 | 5,019,390 | | Lain, Timothy | 2023 | 509,320 | 0 | 850,000 | 0 | 520,820 | 0 | 65,964 | 1,946,104 | | Sr. Vice President and Chief Financial Officer | 2022 | 483,578 | 0 | 825,006 | 0 | 186,834 | 0 | 54,277 | 1,549,695 | | | 2021 | 440,942 | 0 | 750,034 | 0 | 366,004 | 2,981 | 42,427 | 1,602,388 | | Dee, James D. | 2023 | 463,538 | 0 | 450,004 | 0 | 347,603 | 0 | 65,622 | 1,326,767 | | Sr. Vice President, General Counsel and Secretary | 2022 | 442,039 | 0 | 450,056 | 0 | 125,454 | 0 | 60,679 | 1,078,228 | | | 2021 | 417,853 | 0 | 415,022 | 0 | 293,479 | 0 | 57,669 | 1,184,023 | | Malloy, Brian J. | 2023 | 491,724 | 0 | 750,058 | 0 | 474,803 | 0 | 58,359 | 1,774,944 | | Sr. Vice President and Group President - SAO | 2022 | 457,314 | 0 | 650,000 | 0 | 153,171 | 0 | 57,863 | 1,318,348 | | | 2021 | 423,692 | 0 | 415,022 | 0 | 351,686 | 0 | 44,764 | 1,235,164 | | Graf, David | 2023 | 438,681 | 0 | 450,004 | 0 | 329,520 | 0 | 48,968 | 1,267,173 | | Vice President and Group President - PEP | 2022 | 429,473 | 0 | 450,056 | 0 | 143,213 | 0 | 46,094 | 1,068,836 | | | 2021 | 368,491 | 0 | 250,056 | 0 | 256,003 | 0 | 32,170 | 906,720 |

  168. Executive Compensation

    | Executive Compensation • Fiscal Year 2023 Grants of Plan-Based Awards Table |

  169. Executive Compensation

    | Executive Compensation • Fiscal Year 2023 Option Exercises and Stock Vested Table |

  170. Executive Compensation

    | Executive Compensation • Pension Benefits |

  171. GRP Payment

    GRP Payment All payments to a participant or any beneficiary pursuant to the GRP are conditioned upon the circumstances surrounding the participant’s separation from employment, which dictate (a) whether the participant is entitled to an annuity payable beginning in the month immediately following separation (an “immediate annuity”) or an annuity payable beginning at a later date (a “deferred annuity”), and (b) whether an immediate annuity, if applicable, will be reduced to account for the participant’s age at the commencement of the annuity. An unreduced immediate annuity is referred to as a “full pension.” Full Pension: A participant is entitled to a full pension if separation from employment occurs:

  172. GRP Payment

    | ▶ | At or after age 65 with at least five years of service; |

  173. GRP Payment

    | ▶ | At any age with at least 30 years of service; or |

  174. GRP Payment

    | ▶ | At age 62 with at least 10 years of service. |

  175. GRP Payment

    A full pension is also available based upon permanent disability if the participant has provided at least 15 years of service to the Company, or where the participant’s age plus service equals one of the following totals:

  176. GRP Payment

    | Employee’s Age | Employee’s Service | Age + Service = | | Under 55 | At least 20 years | 65 but not 80 | | Under 55 | At least 15 years | At least 80 | | 55 but not 62 | At least 15 years | At least 70 |

  177. GRP Payment

    Early Pension (payable immediately with age discount): Early retirement is available at age 55 after 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 at age 60 after at least five years of service (with the benefit amount otherwise payable at age 65 discounted for the time during which benefits are paid before the participant reaches age 65). Deferred Vested Pension: A participant with a vested pension who separates from service without being eligible for an immediate annuity is entitled to receive a deferred annuity that is generally payable without discount at age 65 (or at age 62 if the participant terminated employment after at least 15 years of service). A participant with a deferred vested pension who terminates employment prior to age 55 after at least 10 years of employment may elect to have a discounted benefit commence at age 55 in lieu of a benefit commencing at age 65. A participant with a deferred vested pension who terminates employment prior to age 55 with less than 10 years of employment may elect to have a discounted benefit commence at age 60 in lieu of a benefit commencing at age 65.

  178. GRP Payment

    | 74 | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT |

  179. GRP Payment

    | Executive Compensation • Non-Qualified Defined Benefit Pension Plans |

  180. BRP Payments

    | Executive Compensation • Non-Qualified Deferred Compensation Plan for Officers and Key Employees |

  181. 2023 Summary Compensation Table Total Compensation Breakdown

    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:

  182. 2023 Summary Compensation Table Total Compensation Breakdown

    | Name/ Employee ID | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Thene, Tony R. | 970,898 | 0 | 3,785,070 | 0 | 1,522,136 | 0 | 154,693 | 6,432,797 | | Median Employee | 81,878 | 0 | 0 | 0 | 21,641 | 0 | 0 | 103,519 |

  183. 2023 Summary Compensation Table Total Compensation Breakdown

    CEO Pay Ratio = $6,432,796 / $103,519 = 62:1

  184. 2023 Summary Compensation Table Total Compensation Breakdown

    | CARPENTER TECHNOLOGY 2023 PROXY STATEMENT | 77 |

  185. 2023 Summary Compensation Table Total Compensation Breakdown

    Pay versus Performance (“PVP”) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing tabular, graphical, and narrative disclosures below regarding executive pay and performance. The disclosures are designed to reflect the relationship between the Company’s financial performance and a newly defined term: Compensation Actually Paid (CAP). The disclosures provide the CAP for the Principal Executive Officer (PEO) (i.e., the Company’s CEO) and the CAP, reported as an average, for the remaining NEOs (i.e., the non-PEO NEOs). The PvP table in this section shows, for each applicable fiscal year, total compensation as reported in the Summary Compensation Table (SCT) Total and CAP for our PEO and the average CAP of our non-PEO NEOs (collectively, “NEOs”). The table also shows (i) the Company’s cumulative TSR, (ii) the TSR of the Russell RSCC materials & Processing Growth Index, which we have used as our peer group for purposes of disclosure in the PvP table, (iii) the Company’s net (loss) income for the applicable fiscal year, and (iv) the Company’s performance with respect to a “company-selected measure” (CSM), which in our assessment represents the single most important financial performance metric used to link compensation actually paid to our NEOs for the most recently completed fiscal year to the Company’s performance . We selected Adjusted Operating Income as the CSM required for disclosure in the PvP table below.

  186. Pay versus Performance Table

    Pay versus Performance Table

  187. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | Stated in Millions | | | Year (a) | Summary Compensation Table Total for CEO (1) ($) (b) | Compensation Actually Paid to CEO (2) ($) (c) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) (d) | Average Compensation Actually Paid to Non-CEO NEOs (4) ($) (e) | CRS TSR (5) ($) (f) | Peer Group TSR (6) ($) (g) | Net Income (Loss) (7) ($) (h) | Adjusted Operating Income (Loss) (8) ($) (i) | | 2023 | 6,432,797 | 16,151,965 | 1,578,747 | 3,197,686 | 120 | 153 | 56 | 133 | | 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) |

  188. Pay versus Performance Table

    | (1) Column (b) reflects compensation amounts reported in the Summary Compensation Table (“SCT”) for our CEO, Tony Thene, for the respective years shown. |

  189. Pay versus Performance Table

    | (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. |

  190. Pay versus Performance Table

    | Fiscal Year | 2023 ($) | 2022 ($) | 2021 ($) | | CEO | T. Thene | T. Thene | T. Thene | | SCT Total Compensation | 6,432,797 | 4,814,008 | 5,019,390 | | 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 | 16,151,965 | 1,682,799 | 9,304,822 |