8-KMaterial AgreementsOther EventsExhibits & Filings

CARPENTER TECHNOLOGY CORP 8-K Report, Agreement Terminated (Feb 17, 2006)

Filed February 17, 2006For Securities:CRS

Summary

Carpenter Technology Corporation (CRS) filed an 8-K report on February 17, 2006, disclosing the appointment of Dr. J. Michael Fitzpatrick as Vice Chairman, effective February 14, 2006. This strategic hire signals a significant investment in leadership for the company. Dr. Fitzpatrick's compensation package includes a base salary of $500,000 and a performance-based cash bonus tied to Return on Net Assets (RONA) and Earnings Per Share (EPS) goals. The bonus structure offers incentives ranging from 40% to 160% of his base salary, depending on performance levels (Threshold, Target, Maximum). In addition to cash compensation, Dr. Fitzpatrick is eligible for restricted stock grants, with potential awards of 1,500 to 6,000 shares (prorated for fiscal year 2006) also linked to RONA and EPS performance. These earned shares will vest over two years. He also received an immediate grant of 5,000 restricted shares vesting in five years, contingent on continued employment. This comprehensive compensation plan, which includes participation in various executive benefit and retirement programs, underscores the company's commitment to attracting and retaining top executive talent to drive future financial performance.

Key Highlights

  • 1Carpenter Technology Corporation appointed Dr. J. Michael Fitzpatrick as Vice Chairman, effective February 14, 2006.
  • 2Dr. Fitzpatrick's annual base salary is set at $500,000.
  • 3Performance-based cash bonuses are tied to achieving RONA and EPS goals, with potential payouts from 40% to 160% of base salary.
  • 4Opportunity for restricted stock grants (1,500 to 6,000 shares) based on RONA and EPS performance, vesting over two years.
  • 5Received an initial grant of 5,000 restricted shares with a five-year vesting period, subject to continued employment.
  • 6Eligible for future stock option grants as determined by the Board of Directors.
  • 7Will participate in various executive benefit and retirement plans, including supplemental retirement, deferred compensation, and 401(k) plans.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the hiring of Dr. J. Michael Fitzpatrick as Vice Chairman of Carpenter Technology Corporation and to disclose the key terms of his employment agreement, including compensation and equity awards.

Dr. Fitzpatrick's compensation includes a base salary of $500,000, a cash bonus tied to specific financial performance goals (RONA and EPS), and restricted stock grants that are also performance-based and subject to vesting periods. He is also eligible for future stock options and participates in the company's executive benefit and retirement plans.

The performance metrics are Return on Net Assets (RONA) and Earnings Per Share (EPS). These metrics are used to determine the payout levels for his cash bonus and the number of restricted shares he can earn.

Dr. Fitzpatrick received an immediate grant of 5,000 shares of restricted stock. These shares will vest over five years from the date of grant, provided he remains employed by Carpenter Technology Corporation during that period.