Summary
Carpenter Technology Corporation (CRS) has filed an 8-K report detailing significant executive leadership changes and compensation arrangements. Effective November 1, 2006, Ms. Anne Stevens assumed the roles of Chairman of the Board, President, and Chief Executive Officer. Her compensation package is structured with a base salary of $850,000, with substantial bonus opportunities tied to achieving fiscal year 2007 financial targets for Return on Net Assets (RONA) and Earnings Per Share (EPS). This includes potential cash and restricted stock bonuses, as well as a 10,000-share restricted stock grant vesting in October 2009.
Key Highlights
- 1Anne Stevens appointed Chairman of the Board, President, and CEO, effective November 1, 2006.
- 2Ms. Stevens' compensation includes a $850,000 base salary.
- 3Significant performance-based incentives for Ms. Stevens include cash and restricted stock bonuses tied to FY 2007 RONA and EPS targets.
- 4Ms. Stevens received a 10,000-share restricted stock grant vesting in October 2009.
- 5Severance provisions for Ms. Stevens include one year of base salary and benefits, pro-rata vesting of stock, and a special severance package (3x salary and target bonus) upon a change in control.
- 6Dr. J. Michael Fitzpatrick resigned as a director and employee, receiving a severance package including a $500,000 lump sum salary payment, a pro-rata bonus, and immediate vesting of 7,250 restricted shares.
- 7Mr. Robert J. Torcolini also resigned as a director on October 31, 2006.
Frequently Asked Questions
The most significant change is the appointment of Ms. Anne Stevens as Chairman of the Board, President, and Chief Executive Officer, effective November 1, 2006. Additionally, Dr. J. Michael Fitzpatrick and Mr. Robert J. Torcolini resigned as directors and, in Dr. Fitzpatrick's case, also as an employee.
Ms. Stevens has a base salary of $850,000. She is also eligible for cash and restricted stock bonuses based on achieving specific RONA and EPS targets for fiscal year 2007, with potential payouts at 50%, 100%, or 200% of target. She also received a 10,000-share restricted stock grant that vests fully on October 31, 2009, contingent on continued employment.
Upon separation other than for cause or resignation for good reason, Ms. Stevens is entitled to one year of base salary and insurance benefits. Her time-vested restricted stock will vest pro-rata, plus any shares that would vest within 12 months post-separation. She also has a special severance agreement providing for three times her then-current salary and target bonus in the event of termination after a change in control.
Dr. Fitzpatrick is receiving a severance package including a lump sum payment of one year's salary ($500,000), a lump sum of $133,333 representing a pro-rata share of his target bonus for FY 2007, and immediate vesting of 7,250 shares of restricted stock. This is subject to an agreement with non-compete and non-solicitation clauses.