Carpenter Technology (CRS) Proxy filing summary

Executive summary

• Achieved record financial results in fiscal year 2026, including highest earnings in company history and strong free cash flow, driven by productivity, pricing, and product mix improvements.

• Continued investments in brownfield capacity expansion projects to support growth in aerospace, defense, and energy markets.

• Maintained a strong safety culture with a total case incident rate of 1.4, aiming for a zero-injury workplace.

• Executed share repurchase program and balanced capital allocation, focusing on high-return growth and shareholder returns.

• Leadership transition occurred following the unexpected passing of the President and CEO, with succession plans promptly enacted.

Voting matters and shareholder proposals

• Election of three directors to three-year terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2027.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of twelve directors, with eleven independent; average tenure is 8 years.

• Board diversity includes a mix of gender, race/ethnicity, and professional backgrounds.

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

• Lead Independent Director role maintained for enhanced oversight.

• Annual board and director evaluations, robust stock ownership guidelines, and mandatory retirement policy in place.