8-KLeadership ChangesExhibits & Filings

CARPENTER TECHNOLOGY CORP 8-K Report, Executive Changes (Jun 7, 2010)

Filed June 7, 2010For Securities:CRS

Summary

Carpenter Technology Corporation (CRS) announced a significant leadership transition in its Form 8-K filed on June 7, 2010. The company appointed William Wulfsohn as its new President and Chief Executive Officer, effective July 1, 2010. Mr. Wulfsohn, who has been on the board since April 2009, previously held senior executive roles at PPG Industries, bringing experience from the industrial coatings sector. This appointment signifies a strategic move for CRS, as it brings in new leadership to guide the company. In conjunction with his new role, Mr. Wulfsohn's compensation package was detailed, including a base salary of $800,000, a significant target annual bonus of 100% of his base salary, and participation in deferred compensation plans. The package also features substantial equity incentives, comprising a stock option grant, two performance share awards with a total target value of $1.65 million, and a large restricted stock unit award valued at $4,475,000 upon grant. These awards are subject to vesting over several years and the achievement of specific performance objectives, aligning Mr. Wulfsohn's compensation with the company's long-term performance. The filing also outlines terms for relocation, severance, and change-in-control benefits, reflecting a comprehensive executive employment agreement designed to attract and retain key talent.

Key Highlights

  • 1William Wulfsohn appointed President and CEO, effective July 1, 2010.
  • 2Mr. Wulfsohn, a current board member, previously served as Senior Vice President at PPG Industries.
  • 3Annual base salary for Mr. Wulfsohn set at $800,000.
  • 4Target annual bonus of 100% of base salary.
  • 5Substantial equity awards include stock options, performance share awards (total target value $1.65M), and restricted stock units ($4.475M grant date fair value).
  • 6Equity awards feature multi-year vesting schedules and performance-based components.
  • 7Comprehensive severance and change-in-control provisions are included in the employment agreement.

Frequently Asked Questions

William Wulfsohn has been appointed as the new President and Chief Executive Officer of Carpenter Technology Corporation, effective July 1, 2010.

Mr. Wulfsohn has been a member of Carpenter Technology Corporation's Board of Directors since April 2009. Prior to this, he served as Senior Vice President, Industrial Coatings at PPG Industries, where he was responsible for various coating segments and international operations.

Mr. Wulfsohn will receive an annual base salary of $800,000, with a target annual bonus of 100% of his base salary. His compensation package also includes a non-qualified stock option grant, two performance share awards with a target value of $1.65 million, and a restricted stock unit award valued at $4,475,000 at grant. He will also participate in deferred compensation plans.

Mr. Wulfsohn will receive a stock option that vests over three years, a performance share award for fiscal year ending June 30, 2011 (earning between 0-200% based on performance and vesting over two years), another performance share award for the three-year period ending June 30, 2013, and a restricted stock unit award that vests over four years. All equity awards are subject to continued service and, for performance awards, achievement of corporate objectives.

In connection with Mr. Wulfsohn's appointment, Gregory A. Pratt resigned from his position as interim President and Chief Executive Officer, effective July 1, 2010.