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CRS > SEC Filings for CRS > Form 8-K on 4-Aug-2009All Recent SEC Filings

Show all filings for CARPENTER TECHNOLOGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CARPENTER TECHNOLOGY CORP


4-Aug-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) At its meeting on July 29, 2009, the Human Resources Committee of the Board of Directors (the "Committee") of Carpenter Technology Corporation (the "Company"), which functions as the compensation committee of the Board of Directors, finalized fiscal year 2010 compensation packages for several executives of the Company, including the executives who constitute the Company's Named Executive Officers ("NEOs") for fiscal year 2009 and continue as executives of the Company. (Dr. Sunil Widge, the Company's former Vice President and Chief Technology Officer, retired from the Company on January 31, 2009, and is no longer an executive or employee of the Company.) The compensation arrangements were made effective as of July 29, 2009, and are summarized in tables and related discussion below by major component categories for each NEO.

The determinations made by the Committee reflect its review and consideration of individual and Company performance, assigned responsibilities of the executives, competitive market data, and other relevant factors customarily considered by the Committee as part of its executive compensation processes. With respect to the equity components of the compensation packages described in Sections C, D and E below, the overall dollar value used by the Committee to establish the number of stock units and stock options that may be earned by NEOs is the same as the dollar value used by the Committee for fiscal year 2009 under the Company's stock-based incentive compensation plan for executives. The number of stock units and stock options reflect the closing price of the Company's common stock on the date of the Committee's action.

A. Base Salaries

The following table sets forth the fiscal year 2010 base salary of the Company's
NEOs:

Name and Position                               Fiscal Year 2010 Base Salary

Anne L. Stevens                                 $    876,000
Chairman, President and
Chief Executive Officer

Michael L. Shor                                 $    407,056
Executive Vice President - Advanced Metals
Operations (AMO) & Premium Alloys Operations
(PAO)

K. Douglas Ralph                                $    399,000
Senior Vice President - Finance
and Chief Financial Officer

T. Kathleen Hanley                              $    387,486
Senior Vice President - Organizational
Effectiveness, Strategy, and Corporate Staffs

Mark S. Kamon                                   $    345,000
Vice President - International/ CPP & Dynamet


B. Incentive Cash Compensation Potential

The Committee set performance goals and opportunities for potential cash bonuses under the Company's Executive Bonus Compensation Plan (EBCP) for the 2010 fiscal year. The Committee established corporate performance goals for free cash flow, operating income, on-time delivery and safety objectives as the key measures for fiscal year 2010 under the EBCP. The performance goals reflect a performance range beginning at a threshold level, progressing to a target level and ending at a maximum level. Incentive plan payment opportunity levels vary among the executives. The following table shows the percentages of base salary that each NEO could earn in fiscal year 2010 upon achievement of the performance goals at the established threshold, target and maximum performance ranges established under the EBCP:

                                 Fiscal Year 2010 EBCP Potential
                                 as Percent of Base Salary
Name and Position                (Threshold/Target/Maximum Performance Levels)

Anne L. Stevens                  25% / 100% / 200%
Chairman, President and          Plus an additional 100% opportunity if certain
Chief Executive Officer          operating income, free cash flow, and total
                                 shareholder
                                 return targets are achieved.

Michael L. Shor                  20% / 80% / 160%
Executive Vice President -
Advanced Metals
Operations (AMO) & Premium
Alloys
Operations (PAO)

K. Douglas Ralph                 20% / 80% / 160%
Senior Vice President - Finance
and
Chief Financial Officer

T. Kathleen Hanley               20% / 80% / 160%
Senior Vice President -
Organizational
Effectiveness, Strategy, and
Corporate Staffs

Mark S. Kamon                    17.5% / 70% / 140%
Vice President - International/
CPP & Dynamet

C. Long-Term Incentive Compensation Potential - Performance Stock Units

The Committee set performance goals and opportunities under the Company's stock-based incentive compensation plan for the 2010 fiscal year. The Committee established two categories of performance goals to earn stock unit awards under that plan, as follows: (1) three-year performance goals based upon total shareholder return ("TSR") goals ("Category 1"); and (2) one-year performance goals based upon earnings per share ("EPS") ("Category 2"). The performance goals for both Category 1 and Category 2 reflect a performance range beginning at a threshold level, progressing to a target level and ending with a maximum level. If earned in accordance with applicable performance requirements, Category 1 stock units will vest immediately upon grant at the end of the three-year performance measuring period, and Category 2 stock units will vest one-half on each of the first and second anniversary dates of their grant at the end of the one-year performance measuring period.


The following table shows the number of stock units that each NEO could earn upon achievement of the applicable performance goals at the established threshold (50%), target (100%) and maximum (200%) performance levels:

Name and Position                   Performance Based Stock Units (Number of Units
                                    at Threshold/Target/Maximum Performance Levels)

                                 Category 1 - Three (3) Year Category 2 - One (1) Year
                                      Performance Goals          Performance Goals

Anne L. Stevens                   20,590 / 41,180 / 82,360   20,590 / 41,180 / 82,360
Chairman, President and
Chief Executive Officer

Michael L. Shor                    6,719 / 13,438 / 26,875    6,719 / 13,438 / 26,875
Executive Vice President -
Advanced
Metals Operations (AMO) &
Premium
Alloys Operations (PAO)

K. Douglas Ralph                   4,982 / 9,963 / 19,925     4,982 / 9,963 / 19,925
Senior Vice President - Finance
and
Chief Financial Officer

T. Kathleen Hanley                 4,982 / 9,963 / 19,925     4,982 / 9,963 / 19,925
Senior Vice President -
Organizational
Effectiveness, Strategy, and
Corporate
Staffs

Mark S. Kamon                       1,838 / 3,675 / 7,350      1,838 / 3,675 / 7,350
Vice President - International/
CPP &
Dynamet

D. Long Term Incentive Compensation - Time Vested Stock Units

The Committee granted on July 29, 2009 to each NEO stock units that will vest three years from the grant date, provided that the executive remains employed by the Company on that date, and subject to such conditions as may be determined by the Committee.


The following table shows the number of such stock units granted to each NEO:

Name and Position                             Number of Stock Units

Anne L. Stevens                               41,180
Chairman, President and
Chief Executive Officer

Michael L. Shor                               23,500
Executive Vice President - Advanced Metals
Operations (AMO) & Premium Alloys
Operations (PAO)

K. Douglas Ralph                              17,450
Senior Vice President - Finance and
Chief Financial Officer

T. Kathleen Hanley                            17,450
Senior Vice President - Organizational
Effectiveness, Strategy, and Corporate Staffs

Mark S. Kamon                                 6,425
Vice President - International/ CPP & Dynamet

E. Long Term Incentive Compensation - Stock Options

The Committee granted on July 29, 2009 to each NEO options to purchase shares of Company stock as detailed in the following table. The exercise price is equal to the $17.29 closing price of the Company's stock on the date of the grant. The options will become exercisable ratably over a three-year period on each anniversary of the date of the grant. Applying the Black-Scholes option valuation model, each option has a value of $6.36 per share (or 36.8% of the stock's closing price on the date of the grant).

Name and Position                            Number of Shares Subject to Options

Anne L. Stevens                              111,950
Chairman, President and
Chief Executive Officer

Michael L. Shor                              45,625
Executive Vice President - Advanced Metals
Operations (AMO) & Premium Alloys Operations
(PAO)

K. Douglas Ralph                             33,850
Senior Vice President - Finance
and Chief Financial Officer


T. Kathleen Hanley                            33,850
Senior Vice President - Organizational
Effectiveness, Strategy, and Corporate Staffs

Mark S. Kamon                                 12,475
Vice President - International/ CPP & Dynamet

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