CRS Carpenter Technology Corp

The safety of our employees has and will continue to be our top priority. Our fiscal year 2024 total case incident rate (TCIR) of 1.8 continues to be significantly below industry averages. We remain focused on our ultimate goal to be a zero-injury workplace.

The execution of our solutions-focused commercial approach continues to generate strong demand across our end-use markets, resulting in record backlog levels.

Our Specialty Alloys Operations (SAO) business achieved record operating income and margin by accelerating productivity improvements and optimizing capacity through improving product mix and realized pricing actions.

We further enhanced an already healthy liquidity position by generating significant adjusted free cash flow driven by our increased profitability and working capital management.

We continued to advance our ESG-related strategy and activities that are aligned with our overall business strategy, including maintaining an ESG-based metric as a component of our long-term compensation elements for executives and senior leaders.

We demonstrated our continued commitment to provide direct returns to our stockholders as fiscal year 2024 marked our 117^th straight year of uninterrupted dividend payments.

Notice of Annual Meeting

of Stockholders

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

Proxy Summary

6

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Proxy Summary • Governance Highlights 

What we do

Balanced portfolio: The program design provides a balanced mix of cash and equity, annual and long-term incentives, and performance metrics (financial and operational goals).

Double-trigger benefits: We have a double-trigger for change-in-control separation benefits. This means that a Change in Control of Carpenter Technology alone does not trigger any severance obligations to our Named Executive Officers (NEOs) under our Change-in-Control Severance Plan (as defined below) or vesting of awards.

Clawback policies: We maintain two clawback policies that apply to both annual cash bonuses and short- and long-term cash incentives, as well as equity incentive awards for NEOs and other senior executives. These include our Clawback Policy for Executive Officers, which complies with SEC and NYSE rules.

Key practices: The Human Capital Management Committee analyzes performance against robust and diversified performance metrics, ensures substantial equity ownership guidelines, annually reviews compensation peer groups, and provides and oversees limited perquisites.

Equity ownership guidelines: We maintain equity ownership guidelines that require Corporate Vice Presidents and above to achieve an equity ownership level, over a five-year period, equal to a certain multiple of base salary. For the CEO, the level is 5x base salary; for Senior Vice Presidents, 3x base salary; and for Corporate Vice Presidents, 2x base salary.

Independent compensation consultants: We engage independent compensation consultants who provide information to support the Human Capital Management Committee’s work, including a peer group analysis, market compensation data, and an analysis of various compensation instruments and metrics.

Risk assessment: The Human Capital Management Committee reviews an annual assessment by an independent compensation consultant to confirm that metrics and goals are appropriate to drive high performance without encouraging risk-taking beyond established risk parameters.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

7

 Proxy Summary • Compensation Governance Practices  

What we don’t do

Excise tax gross-ups: The compensation program does not include any change-in-control tax gross-ups to our executives.

Dividend payments or accruals on unearned restricted stock units (“RSUs”): We do not pay or accrue dividends on unearned RSUs. Dividend equivalents will only be paid on time-based RSU awards upon satisfaction of the terms and conditions applicable to the underlying RSUs. Additionally, no dividend equivalent rights are granted on shares underlying stock options.

Excessive perquisites: We do not provide excessive perquisites to our NEOs. Those offered are primarily financial and tax counseling, tax preparation, medical examinations, individual disability income protection plans, relocation expenses and parking fees at our Philadelphia headquarters.

Hedging/pledging of company stock: Our policy prohibits hedging or pledging of Carpenter Technology stock by NEOs.

Option repricing: Our long-term incentive program does not permit repricing of stock options without stockholder approval. Additionally, the plan does not permit Carpenter Technology to offer a cash buyout of underwater options.

Employment contracts: We do not provide employment contracts to our NEOs.

8

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Proxy Summary • Stockholder Engagement and Advisory Say-On-Pay Vote 

2023 Say-on-Pay Vote

Last year, approximately 98% of the votes cast were in favor of our Say-on-Pay proposal. Approximately 99% and 97% of the votes cast at our 2022 and 2021 annual meetings, respectively, were in favor of our Say-on-Pay proposal.

On average, approximately

98%

    of votes cast from 2021-2023

    were in favor of our advisory

    Say-on-Pay proposals.

Represents target pay mix for Messrs. Lain, Malloy, Dee and Akins.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

9

10

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Proposal 1: Election of Directors 

 Director Name:

Acoff

Hart

Inglis

Karol

Ligocki

McLane

Pritchett

Thene

Ward

Younessi

 Knowledge, Skills and Experience

CEO Experience -

Chief Executive Officer experience demonstrating a practical understanding of strategy, risk management, business operations and talent development.

CFO Experience -

Chief Financial Officer experience demonstrating an in-depth understanding of financial management, financial reporting and capital allocation processes.

Key Industry Experience -

Provides valuable, in-depth knowledge of our industry and/or the end-use markets we serve, with a detailed understanding of our business challenges and opportunities.

Operational Manufacturing Experience -

Experience and practical understanding of the development and implementation of our business plan and the risks and opportunities that can impact our operations and strategies.

Financial Experience -

Experience in, and an understanding of, financial reporting and accounting processes, resulting in proficiency in financial management and reporting, capital allocation, and internal controls.

Strategy Experience -

Experience in allocation of capital and designing and implementing new initiatives to grow a business and create stockholder value.

International Experience -

Experience in working in global markets and understanding the nuances of international business environments.

R&D or Innovation Experience -

Experience in technology-related business, technological functions or implementing innovative technological business strategies, as well as an understanding of emerging technology trends.

 Age/Board Tenure

 Age:

 Years on the Board:

 Gender

 Female

 Race/Ethnicity

FOR

The Board of Directors recommends that you vote FOR the election of Dr. A. John Hart, Kathleen Ligocki and Ramin Younessi.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

11

 Proposal 1: Election of Directors 

Dr. A. John Hart

Dr. Hart is the Class of 1922 Professor and Head of the Department of Mechanical Engineering at the Massachusetts Institute of Technology (“MIT”). He is also the Director of the MIT Laboratory for Manufacturing and Productivity (LMP) and Center for Advanced Production Technologies (APT). From 2013 to 2020, he was an Associate Professor of Mechanical Engineering at MIT. Dr. Hart has worked extensively with industry and is a co-founder of VulcanForms, Inc. and Desktop Metal, Inc.

Dr. Hart earned his master’s and Ph.D. degrees from MIT, and his undergraduate degree from the University of Michigan. He has received numerous awards for his research and teaching accomplishments.

These skills and experiences led to the conclusion that Dr. Hart should be re-elected to serve as a director of the Company.

Professor and Head of the Department of Mechanical Engineering at the Massachusetts Institute of Technology

AGE     DIRECTOR SINCE

45    2019

COMMITTEES

▶  Science, Technology and Sustainability (Co-Chair)

▶  Audit/Finance

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Research and Development

▶  Key Industry Experience

▶  Innovation Experience

▶  Strategic Experience

Dr. Hart’s qualifications include, among other things, his extensive work in the areas of additive manufacturing, advanced materials, machine design, and automation. His industry expertise and his background as a professor in these areas add valuable support to both the Board and Carpenter Technology.

12

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Proposal 1: Election of Directors 

Kathleen Ligocki

Kathleen Ligocki is a serial CEO, an experienced board member and an advisor for growth companies. During her operating career from 2015 to 2019, Ms. Ligocki served as the CEO of Agility Fuel Solutions, a leader in sustainable clean energy storage and propulsion solutions for commercial vehicles around the world. From 2014 to 2015, she served as the Chief Executive Officer of Harvest Power, one of the leading organics management companies in North America with a mission to create a more sustainable future by transforming organic wastes into bioenergy and soil amendment products. From 2012 to 2014, she worked as an Operating Partner at Kleiner Perkins Caufield & Byers, one of Silicon Valley’s top venture capital providers. From 2010 to 2012, Ms. Ligocki served as Chief Executive Officer of Next Autoworks, an auto company with a unique low-cost business model. From 2008 to 2009, Ms. Ligocki served as Chief Executive Officer of GS Motors, a Mexico City based auto retailer owned by Grupo Salinas, a large Mexican conglomerate. From 2003 to 2007, she served as Chief Executive Officer of Tower Automotive, a Fortune 1000 global auto supplier. Ms. Ligocki also founded her own firm, Pine Lake Partners, a consultancy firm focused on start-ups and turnarounds. She has held executive positions at Ford and United Technologies, where she led operations in the Americas, Europe, Africa, the Middle East, and Russia. She started her career at General Motors in manufacturing leadership, sales and strategy/program management.

In addition to Carpenter Technology, Ms. Ligocki currently serves as an Independent Director on the public boards of Lear Corporation (Fortune 200 auto supplier) and PPG Industries (Fortune 500 coatings company), one private company board at Aperia Technologies, a tech start-up for tire management, and two advisory boards focused on tackling the world’s climate challenges through innovation: Lime Rock New Energy and Assembly Ventures. Ms. Ligocki just moved to Director Emeritus status on the Indiana University Foundation Board in June 2024.

Ms. Ligocki earned a BA degree with highest distinction from Indiana University Kokomo and holds an MBA from the Wharton School at the University of Pennsylvania where she was a GM fellow. She also has been awarded honorary doctorate degrees from Indiana University Kokomo, Central Michigan University, and Oakland University.

These skills and experiences led to the conclusion that Ms. Ligocki should be re-elected to serve as a director of the Company.

Former CEO of Agility Fuel Solutions

AGE     DIRECTOR SINCE

67    2017

COMMITTEES

▶  Human Capital Management (Chair)

▶  Corporate Governance

▶  Strategy

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 2

▶  Lear Corporation

▶  PPG Industries

Qualifications

▶  Chief Executive Officer

▶  International Experience

▶  Key Industry Experience

▶  Operational Manufacturing Experience

▶  Financial Experience

Ms. Ligocki’s qualifications include, among other things, her Chief Executive Officer experience and leadership skills. Her international knowledge and operational manufacturing experience bring valuable insight to the Board.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

13

 Proposal 1: Election of Directors 

Ramin Younessi

Mr. Younessi served as Group President, Construction Industries Group, of Caterpillar, Inc. before retiring in January 2021. As Group President of Caterpillar’s Construction Industries Group, he was responsible for Earthmoving, Excavation, Building Construction Products, China Operations and Global Construction & Infrastructure Divisions, Global Rental and Used Equipment Services, and Strategic Procurement. Mr. Younessi joined Caterpillar in 2013 and has also served as Caterpillar’s Group President of Energy & Transportation and Vice President of Industrial Power Systems. Prior to joining Caterpillar, Mr. Younessi held a number of senior executive positions at Daimler AG and Navistar Inc. In addition, Mr. Younessi has been a board member, investor, and Senior Advisor to Madison Dearborn Partners (MDP), a leading private equity investment firm, and board member on several portfolio companies since 2013.

Mr. Younessi holds a bachelor’s degree in Electrical Engineering from Rochester Institute of Technology, a master’s degree in Electrical Engineering from Syracuse University and a master’s degree in Engineering Management from the University of Maryland. Mr. Younessi is a registered professional engineer in the state of Illinois and a member of SAE International.

These skills and experiences led to the conclusion that Mr. Younessi should be re-elected to serve as a director of the Company.

Retired Group President – Caterpillar Inc.

AGE     DIRECTOR SINCE

59    2021

COMMITTEES

▶  Audit/Finance

▶  Science, Technology and Sustainability

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Operational Manufacturing
Experience

▶  Financial Experience

▶  International Experience

▶  Research and Development

Mr. Younessi’s qualifications include, among other things, his extensive, operational manufacturing experience, research and development, financial experience, and global business experience.

Dr. Viola L. Acoff

Dr. Acoff is the Dean of the School of Engineering and Professor of Mechanical Engineering at the University of Mississippi, a position she has held since July 2023. From 2014 through June 2023, Dr. Acoff was the Associate Dean for Undergraduate and Graduate Programs and Professor of Metallurgical Engineering at The University of Alabama, where she served nearly 30 years on the faculty in the College of Engineering and in various administrative positions. She received a Doctor of Philosophy in Materials Engineering and holds graduate and undergraduate degrees in the same field. All degrees were earned at the University of Alabama at Birmingham.

Dr. Acoff also serves on the Board of Trustees for the Four Little Girls Memorial Fund, the Board of Directors of The Minerals, Metals & Materials Society (TMS), and has been elected to the 2025-2028 TMS Presidential Cycle. She holds multiple awards, honors, and publications.

These skills and experiences led to the conclusion that Dr. Acoff should serve as a director of the Company.

Dean of the School of Engineering and Professor of Mechanical Engineering at the University of Mississippi

AGE     DIRECTOR SINCE

57    2019

COMMITTEES

▶  Science, Technology and Sustainability (Co-Chair)

▶  Corporate Governance

▶  Human Capital Management

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Innovation Experience

▶  Research and Development

▶  Intellectual Property

Dr. Acoff’s qualifications include, among other things, her expertise in additive manufacturing, advanced materials, welding metallurgy, physical metallurgy and materials characterization. Additionally, Dr. Acoff’s strong background as a professor in the metallurgical and materials area enables her to contribute valuable knowledge to our Board.

14

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Proposal 1: Election of Directors 

I. Martin Inglis

Mr. Inglis joined Battelle, a research and development enterprise headquartered in Columbus, Ohio, in 2004, and served as Executive Vice President and Chief Operating Officer, retiring in July 2014. Through July 2013, he also served as Chief Financial Officer. Previously, he had retired as Group Vice President, Business Strategy for Ford Motor Company. He joined Ford of Europe in London in 1971 and held various finance and operations positions in international and domestic markets. He was named head, Global Products and Business Strategy, and elected a corporate Vice President in 1996; President, Ford South America, in 1999; head, Ford North America, in 2000; and Chief Financial Officer in 2001. Mr. Inglis also served on the Advisory Board of three venture funds (Reservoir Ventures, Battelle Ventures, and Fletcher Spaght), stepping down in mid-2015 from the first two.

Mr. Inglis is active in local charities and serves on the Board of Breckenridge Creative Arts where he is the Chairman. He served as the Chairman of the Columbus Symphony Orchestra for six years through 2014. He holds a bachelor’s degree in Business Economics from Strathclyde University, Glasgow, Scotland.

These skills and experiences led to the conclusion that Mr. Inglis should serve as a director of the Company.

Chairman, Carpenter Technology Corporation; Retired Chief Operating Officer, Battelle; Previous Chief Financial Officer, Ford Motor Company

AGE     DIRECTOR SINCE

73    2003

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Financial Experience

▶  Strategic Experience

▶  Labor Relations

Mr. Inglis’ qualifications include, among other things, his extensive financial expertise and background as a Chief Financial Officer in both the public and private sectors. Additionally, Mr. Inglis’ substantial operational and labor relations experience and broad international knowledge enable him to provide valuable perspective to support Carpenter Technology’s growth strategies.

Stephen M. Ward, Jr.

Mr. Ward is the retired President and Chief Executive Officer of Lenovo Corporation, the international computer company formed by the acquisition of IBM’s PC business by Lenovo. Mr. Ward is a member of the founding team of C3.ai, the leading developer of Artificial Intelligence enterprise platforms and serves as a board member and Compensation Committee Chairperson. He has served on the Molekule Group, Inc. Board of Directors since 2022.

Prior to joining Lenovo, Mr. Ward was Senior Vice President and General Manager of IBM’s Personal Systems Group, responsible for the Personal Computing Division, the Retail Store Solutions Division, and the Printing Systems Division. In his 26-year career with IBM, he also served as IBM’s Chief Information Officer, and IBM Vice President of Business Transformation, directing business process and information technology investments. Mr. Ward was also General Manager of IBM’s Global Industrial Sector, responsible for the marketing, sales, and service of IBM products and services to all manufacturing and industrial companies worldwide and General Manager of the IBM ThinkPad product lines. Mr. Ward began his career at IBM as an engineer in the Storage Products Division. He held various management positions in manufacturing, production control, and project development for disk drive, tape, and optical storage projects and software development, and was also an assistant to the IBM Chairman.

Previously, he held positions on the boards of Lenovo, E-Ink, E2open, where he was a co-founder, QDVision, KLX Aerospace, KLXE Energy, and Vonage Holdings. Mr. Ward earned a BS degree in Mechanical Engineering from California Polytechnic State University at San Luis Obispo.

These skills and experiences led to the conclusion that Mr. Ward should serve as a director of the Company.

Retired President and Chief Executive Officer, Lenovo Corporation

AGE       DIRECTOR SINCE

69    2001

COMMITTEES

▶  Corporate Governance (Chair)

▶  Human Capital Management

▶  Science, Technology and Sustainability

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 2

▶  C3.ai

▶  Molekule Group, Inc.

Qualifications

▶  Chief Executive Officer

▶  Chief Information Officer

▶  Information Technology and
Digital Transformation

▶  Innovation Experience

▶  International Experience

▶  Financial Experience

Mr. Ward’s qualifications include, among other things, his broad executive experience and focus on General Management, Digital Transformation, Cyber, and Product and Services innovation, which enable him to share with the Board valuable perspectives on a variety of issues relating to management, strategic planning, tactical capital investments, and international growth.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

15

 Proposal 1: Election of Directors 

Steven E. Karol

Mr. Karol is Managing Partner and founder of Watermill Group, a private investment firm specializing in strategic and operational management. He serves on the Boards of private companies owned by the Watermill Group, including Quality Metalcraft, Inc., Experi-Metal, Inc., Cooper and Turner, LTD., Beck Industries, Weston Industries, Musser Lumber Company and ENBI Global, Inc. Additionally, Mr. Karol is Chairman of the Board and CEO of HMK Enterprises, Inc., a privately-held investment company. From 2006 through February 2012, Mr. Karol served as a Director of Latrobe Specialty Metals, Inc. (“Latrobe”), a manufacturer and distributor of high-performance materials, which was partially owned by the Watermill Group during this time period and was acquired by Carpenter Technology in February 2012.

Mr. Karol is currently a member of the Board of Advisors of The Walter Group. He has also served as Chairman of the Board at Mooney Aircraft Company, Director and Chairman of the Audit Committee at StockerYale, and as a Director for Jeepers! Inc., Intelligent Energy Limited, Inter-Tel Corp., Superior Tubes, and Fine Tubes.

Mr. Karol is currently a member of the Young President’s Organization-Gold and has served as a member of the leadership team for this organization. During this time, Mr. Karol served on the International Board of Directors (1991–2001), Chairman of Strategic Planning (1993–1996), and as International President (1998–1999). He is currently on the board and the executive committee of Chief Executives Organization, where he serves as International Vice President of Education. He is currently a trustee of Tufts University and is Chairman of the Committee on Trusteeship. He received the 2009 Tufts Distinguished Service Award. He is also past Chairman of the Board of Trustees of Vermont Academy and a recipient of the Condit Cup award. He is a Director Emeritus at the National Brain Tumor Society. In addition, he is a co-founder and President of the Herbert M. Karol Cancer Foundation. He formerly served as a member of the Board of Overseers of the Boston Symphony Orchestra, and he is a Trustee Emeritus of the Boston Ballet.

These skills and experiences led to the conclusion that Mr. Karol should serve as a director of the Company.

Managing Partner, Watermill Group; Chairman and Chief Executive Officer, HMK Enterprises, Inc.

AGE     DIRECTOR SINCE

70    2012

COMMITTEES

▶  Strategy (Chair)

▶  Corporate Governance

▶  Human Capital Management

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Chief Executive Officer

▶  Key Industry Knowledge

▶  Strategic Experience

▶  Financial Experience

Mr. Karol’s qualifications include, among other things, his extensive business experience and experience as a Chief Executive Officer and Chairman of the Board, which enable him to contribute to the Board’s operational and growth initiatives. In addition, Mr. Karol’s experience as a Director of Latrobe (a wholly owned subsidiary of Carpenter Technology) enhances his contributions to the Board, particularly with respect to his industry knowledge and expertise.

16

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Proposal 1: Election of Directors 

Charles D. McLane, Jr.

Mr. McLane served as the Executive Vice President and Chief Financial Officer of Alcoa Corporation from 2007 to 2013. As Chief Financial Officer, he had accountability for Alcoa’s Finance organization, which included Treasury, Controllership, Pension, Investor Relations, Tax, Audit and Financial Planning & Analysis. He was also responsible for the Global Business Service group, which provides IT, purchasing and business support services globally.

Mr. McLane joined Alcoa in 2000 as Director of Investor Relations, following Alcoa’s acquisition of Reynolds Metals Company. Two years later, he was appointed Vice President and Corporate Controller, which also had responsibility for Alcoa Business Support Services. He also had accountability for Alcoa’s transactional service functions, including procurement, financial shared services, environment, health and safety services, and corporate aircraft operations. Prior to joining Alcoa, Mr. McLane worked for Reynolds Metals for 27 years serving in a series of financial assignments, including Division Controller, Director of Finance and Administration for Reynolds’ Global Can business unit, Assistant Controller and Assistant Treasurer.

Mr. McLane currently serves on the board of Motion & Control Enterprises (MCE), a private company owned by Frontenac Company, a private equity firm specializing in strategic and operational management. Mr. McLane has served on the board of directors of the Alcoa Foundation, Alcoa World Alumina, and the National Board of Directors for the Girl Scouts of the USA. Previously, he was a member of the Conference Board’s Council of Financial Executives Institute and a member of the CFO Board Academy, as well as a member of the board of Sapa AB. Mr. McLane earned both a bachelor’s and a master’s degree in Accounting from Virginia Commonwealth University. He also attended the Executive Programs at the University of Virginia’s Darden School of Business and the Wharton School of Business at the University of Pennsylvania.

These skills and experiences led to the conclusion that Mr. McLane should serve as a director of the Company.

Former Executive Vice President and Chief Financial Officer – Alcoa Corporation

AGE     DIRECTOR SINCE

71    2020

COMMITTEES

▶  Audit/Finance (Chair)

▶  Strategy

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Key Industry Knowledge

▶  Strategic Experience

▶  Financial Experience

▶  International Experience

Colleen S. Pritchett

Ms. Pritchett brings more than 25 years of global leadership experience and demonstrated success improving operations and expanding product portfolios through innovation and growth strategies in industrial, electronics, and aerospace industries. Ms. Pritchett is the former President, Aperture Solutions - U.S. at Cornerstone Building Brands, Inc., the largest manufacturer of exterior building products in North America, a position she held from August 2022 through June 2024. From 2018 to 2022, she served as President, Americas Aerospace, a division of Hexcel Corporation, a leading producer of carbon fiber reinforcements and resin systems, and the world leader in honeycomb manufacturing for the commercial aerospace industry. Prior to Hexcel, Ms. Pritchett spent 22 years in various roles of increasing responsibility with DuPont.

Ms. Pritchett received her Bachelor of Science in Chemical Engineering from Penn State University and an MBA from Goizueta Business School at Emory University. She also has leadership training from the Harvard Business School Leadership Program and Women in Governance Program at UCLA.

These skills and experiences led to the conclusion that Ms. Pritchett should serve as a director of the Company.

Former President, Aperture Solutions - U.S. at Cornerstone Building Brands, Inc.

AGE     DIRECTOR SINCE

51    2023

COMMITTEES

▶  Audit/Finance

▶  Strategy

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Operational Manufacturing
Experience

▶  International Experience

▶  Deep Industry Experience

▶  Strategic Experience

Ms. Pritchett’s qualifications include, among other things, her leadership skills, and extensive operational, manufacturing, international and commercial experience.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

17

 Proposal 1: Election of Directors 

Tony R. Thene

Mr. Thene was appointed to serve as Carpenter Technology’s President and Chief Executive Officer in July 2015, when he was also appointed to the Board of Directors. He previously served as Carpenter Technology’s Senior Vice President and Chief Financial Officer from January 2013 until June 2015. Prior to joining Carpenter Technology, Mr. Thene served as the Chief Financial Officer of the Engineered Products and Solutions Business Group at Alcoa, Inc. from 2010 until 2013. Previously, he served as Vice President, Controller and Chief Accounting Officer of Alcoa. He also previously held various other positions during his 23-year career at Alcoa, including Director, Investor Relations; Chief Financial Officer for the Flat Rolled Products Group; Chief Financial Officer for Alcoa World Alumina and Chemicals; and manufacturing manager for the Alumina Chemicals business.

Mr. Thene earned his undergraduate degree in Accounting from Indiana State University and his MBA from Case Western Reserve University, Cleveland, Ohio.

Mr. Thene served on the Board of Directors of Mativ Holdings, Inc., formed on July 6, 2022, by merger of Schweitzer-Mauduit International Inc., and Neenah, Inc., two leading global manufacturers of specialty materials, from 2022 until May 2024. Previously he served on the Board of Directors of Neenah, Inc. from 2018 until 2022. He also served on Furman University’s Board of Trustees.

These skills and experiences led to the conclusion that Mr. Thene should serve as a director of the Company.

President and Chief Executive Officer, Carpenter Technology Corporation

AGE     DIRECTOR SINCE

63    2015

COMMITTEE

▶  Strategy

CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0

Qualifications

▶  Chief Executive Officer

▶  Financial Experience

▶  Deep Industry Experience

▶  Operational Manufacturing
Experience

Mr. Thene’s qualifications include his extensive financial knowledge, operational and manufacturing experience, and his leadership skills.

18

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

19

 Corporate Governance • Board Information 

Board/Committee

# Meetings Held

Full Board

Audit/Finance

Corporate Governance

Human Capital Management

Science, Technology and Sustainability

Strategy

Total Board and Committee Meetings

Executive Sessions

(Independent directors meet without management present)

20

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Corporate Governance • Board Information 

Audit/Finance Committee

▶  Assists the Board in its oversight of the integrity of Carpenter Technology’s financial statements:

•   qualifications, independence and performance of Carpenter Technology’s independent registered public accounting firm;

•   performance of Carpenter Technology’s internal audit personnel; and

•   overall compliance with accounting, legal, regulatory, ethical and business conduct requirements.

▶  Selects the independent registered public accounting firm and provides a recommendation to the Board with respect to including the Company’s audited financial statements in the Annual Report on Form 10-K.

▶  Reviews and provides recommendations to the Board relating to major financial matters affecting the Company.

MEMBERS

Charles D. McLane, Jr., Chair

A. John Hart

Colleen S. Pritchett

Ramin Younessi

▶  All members are independent

▶  All members are financially literate under NYSE standards

Corporate Governance Committee

▶  Functions as a nominating committee with respect to directors:

•   assists the Board in identifying qualified individuals to become directors; and

•   recommends the overall composition of the Board and its committees.

▶  Assists the Board in developing, implementing and monitoring a set of corporate governance principles for the Company, and overseeing processes to assess the performance and effectiveness of the Board, its committees and Carpenter Technology’s management.

▶  Ensures orderly succession at the Board and management levels.

▶  Leads the Environmental, Social and Governance program for the Board.

MEMBERS

Stephen M. Ward, Jr., Chair

Viola L. Acoff

Steven E. Karol

Kathleen Ligocki

▶  All members are independent

Human Capital Management Committee

▶  Establishes the philosophy for executive compensation.

▶  Designs and oversees administration of Carpenter Technology’s equity and incentive compensation plans.

▶  Reviews and approves compensation of Carpenter Technology’s executive officers.

▶  Reviews and approves annually the corporate goals and objectives relevant to compensation of the CEO and evaluates the CEO’s performance in light of those goals and objectives.

▶  Identifies and develops succession candidates for Carpenter Technology’s CEO and executive officers.

▶  Assists the Board with other human resource matters, including overseeing management’s work to promote organizational effectiveness, leadership development, diversity, equity, and inclusion, and the design and administration of employee benefits programs.

▶  Oversees the Social aspects of the Environmental, Social and Governance program.

MEMBERS

Kathleen Ligocki, Chair

Viola L. Acoff

Steven E. Karol

Stephen M. Ward, Jr.

▶  All members are independent

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

21

 Corporate Governance • Board of Directors’ Role in Risk Oversight 

Science, Technology and Sustainability Committee

▶  Reviews and monitors major scientific or technological developments that could affect Carpenter Technology’s current business or operations or implicate significant strategic planning or considerations for the future.

▶  Makes periodic recommendations to the Board concerning major developments or potential business opportunities for Carpenter Technology with respect to scientific or technological matters.

▶  Oversees the Environmental aspects of the Environmental, Social and Governance program.

MEMBERS

Viola L. Acoff, Co-Chair

A. John Hart, Co-Chair

Stephen M. Ward, Jr.

Ramin Younessi

▶  All members are independent

Strategy Committee

▶  Ensures that Carpenter Technology has developed a relevant operative strategy for the Company’s industry and markets.

▶  Reviews and monitors implementation and maintenance of the corporate strategy.

▶  Reviews implementation of the corporate strategy through capital investments and corporate developments, including acquisitions, divestitures, joint ventures, strategic alliances and facility utilization.

MEMBERS

Steven E. Karol, Chair

Kathleen Ligocki

Charles D. McLane, Jr.

Colleen S. Pritchett

Tony R. Thene

▶  All members are independent except Mr. Thene, Carpenter Technology’s President and CEO

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CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Corporate Governance • Stockholder Engagement and Communication with the Board 

Full Board

The full Board oversees management’s processes for managing significant strategic and business risks, such as those relating to our products, markets, capital investments, and cybersecurity.

Audit/Finance Committee

Corporate Governance Committee

Human Capital Management Committee

Science, Technology and Sustainability Committee

Strategy Committee

Oversees management’s processes for managing business and operational risks that could have a financial impact, such as those relating to internal controls, liquidity, raw materials, or cyber and information security

Oversees management’s processes for managing the risks associated with governance issues, such as the independence of the Board and CEO succession

Sets incentive metrics and the mix of incentive pay for executive compensation plans and policies; strives to drive high performance while avoiding an inadvertent incentive to take risks beyond the established risk parameters

Oversees management’s processes for managing the risks associated with major scientific or technological developments that could affect business, operations, or strategic planning

Oversees management’s processes for the continual development, implementation and maintenance of Carpenter Technology’s corporate strategy, and ensures that the annual business plan is aligned with and supports the corporate strategy

Management

Carpenter Technology’s risk management processes include continuous work to assess and analyze the most likely areas of future risk and to address them in our long-term planning process and in our daily risk management activities.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

23

 Corporate Governance • Transactions with Related Parties  

A “related party transaction” is a transaction with Carpenter Technology in an amount exceeding $120,000 in which a related person has a direct or indirect material interest. A related person includes an executive officer, director, or five percent stockholder of Carpenter Technology and any immediate family member of such a person. If Carpenter Technology’s management identifies a related party transaction, the transaction is brought to the attention of the Audit/Finance Committee for its approval, revision, or rejection after considering all the relevant facts and circumstances.

24

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

Our material solutions play an important role in the global efforts to address climate change.

Our manufacturing operations are more environmentally sustainable than many other global metal manufacturers.

We are one of the safest industrial manufacturing companies in the United States with a TCIR of 1.8 in fiscal year 2024.

We are committed to creating an inclusive workplace for our employees and serving the communities in which we live and work.

Our specialty alloys do not require coking or iron ore operations that are found in carbon steels, which require carbon-intensive inputs like coal;

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

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 Corporate Responsibility and Sustainability • Environmental  

We use Electric Arc Furnaces and Vacuum Induction Melting processes to melt alloys, as opposed to traditional blast furnaces;

We source carbon-free, nuclear energy to power our melting operations; and

We have a sustainable sourcing model, with more than 70% of our material inputs sourced from reclaimed or recycled steel and alloys.

recycling waste heat from our furnaces to improve efficiency of furnace operations;

converting natural gas fueled boilers and furnaces to electric;

increasing the share of carbon-free grid-electricity, using renewable and nuclear-based energy; and

improving our operational efficiencies.

26

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

 Corporate Responsibility and Sustainability • Safety 

Dedicated leadership, accountability, and employee engagement and empowerment;

Continual improvement plans (Plan-Do-Check-Act);

Tools, resources, and education to improve total workplace safety and health; and

A skilled, technology-driven workforce that proactively assesses risks, strives to eliminate hazards, and integrates learning from incidents and near-misses to prevent further occurrences.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

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 Corporate Responsibility and Sustainability • Governance Policies and Practices  

Ethics Hotline: Carpenter Technology utilizes an independent web-based ethics hotline for both employees and non-employees to voice any concerns they may have in a confidential manner. A Board approved corporate staff member reviews any reports and, if necessary, involves the legal, finance, asset protection, human resources or other department, as applicable.

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CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

Beneficial Ownership

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

The Vanguard Group, Inc.

P.O. Box 2600

Valley Forge, PA 19482

Dimensional Fund Advisors, L.P. (U.S.)

6300 Bee Cave Road

Building One

Austin, TX 78746

State Street Corp.

One Lincoln Center

Boston, MA 02211

The percentages are calculated on the basis of 49,947,498 shares of common stock outstanding as of August 8, 2024.

This information was based upon the BlackRock, Inc. 13F-HR filing on August 13, 2024, reflecting shares owned as of June 30, 2024. BlackRock is an investment advisor registered under the Investment Advisors Act of 1940. It furnishes investment advice to investment companies and serves as investment manager to certain other investment vehicles, including commingled group trusts. BlackRock reports sole voting power with respect to 7,470,322 shares of Carpenter Technology stock and shared voting power with respect to 0 shares of Carpenter Technology stock. The investment companies and investment vehicles own all these shares.

This information was based upon The Vanguard Group, Inc. 13F-HR filing on August 13, 2024, reflecting shares owned as of June 30, 2024. Vanguard is an investment advisor registered under the Investment Advisors Act of 1940. It furnishes investment advice to investment companies and serves as investment manager to certain other investment vehicles, including commingled group trusts. Vanguard reports sole voting power with respect to 0 shares of Carpenter Technology stock, and shared voting power with respect to 89,057 shares of Carpenter Technology stock. The investment companies and investment vehicles own all these shares of Carpenter Technology stock.

This information was based upon the Dimensional Fund Advisors, L.P. (U.S.) 13F-HR filing on August 9, 2024, reflecting shares owned as of June 30, 2024. Dimensional is an investment advisor registered under the Investment Advisors Act of 1940. It furnishes investment advice to investment companies and serves as investment manager to certain other investment vehicles, including commingled group trusts. Dimensional reports sole voting power with respect to 2,829,144 shares of Carpenter Technology stock and shared voting power with respect to 111,315 shares of Carpenter Technology stock. The investment companies and investment vehicles own all the shares. Dimensional disclaims beneficial ownership of these shares.

This information was based upon the State Street Corp. 13F-HR filing on August 14, 2024, reflecting shares owned as of June 30, 2024. State Street is an investment advisor registered under the Investment Advisors Act of 1940. It furnishes investment advice to investment companies and serves as investment manager to certain other investment vehicles, including commingled group trusts. State Street reports sole voting power with respect to 2,655,614 shares of Carpenter Technology stock, and shared voting power with respect to 314 shares of Carpenter Technology stock. The investment companies and investment vehicles own all these shares of Carpenter Technology stock.

CARPENTER TECHNOLOGY 2024 PROXY STATEMENT

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Acoff, Viola L.

18,052

0

20,204

38,256

0.0

% 

Hart, A. John

18,052

0

20,204