Brian Malloy

About Brian Malloy

Brian J. Malloy is President and Chief Operating Officer of Carpenter Technology (effective October 7, 2025), previously Senior Vice President and COO (appointed December 4, 2023). He joined Carpenter in August 2015, is 58 years old, and has held senior commercial and operating roles across both business segments (PEP and SAO) before ascending to COO and President . Company performance in FY2025 included strong operating momentum (Adjusted Operating Income +48% YoY, Adjusted Free Cash Flow +61% YoY, EPS +58% YoY), with annual incentives paying at 230% of target and performance RSUs for the FY23–25 cycle vesting at 200% of target, underscoring pay-for-performance alignment .

Past Roles

External Roles

Fixed Compensation

Multi-year summary for Brian J. Malloy (NEO):

FY2025 All Other Compensation detail:

Performance Compensation

Annual bonus (EIBCP) – FY2025 (one-year plan):

• Metrics: Adjusted Operating Income, Adjusted Free Cash Flow, Safety (TCIR as modifier). Overall attainment was 230% of target; safety was below target, while financial metrics achieved maximum .
• Malloy’s FY2025 target opportunity and outcome:

Long-term incentives (LTI):

• Vehicle mix for NEOs (FY2025 targets by value): 22.5% Adjusted ROIC PSUs, 22.5% Adjusted EBITDA PSUs, 5% Sustainability PSUs, 50% time-based RSUs .
• PSU performance framework: three metrics (Adjusted ROIC 45%, Adjusted EBITDA 45%, Sustainability 10%) with a TSR modifier of up to ±20% vs Russell peer index; threshold generally 50% of target; maximum 200% .
• FY2025 grants to Malloy (grant date 08/15/2024): 3,834 target PSUs (max 7,668) and 3,834 time-based RSUs; aggregate grant-date fair values $550,064 for PSUs and $550,064 for RSUs (total $1,100,128) .
• FY2023–2025 PSU cycle: averaged 191% before TSR; TSR modifier +9% (Company TSR at 100th percentile), capped at 200% overall attainment .

PSU attainment detail (FY23–FY25 cycle, Company-level):

Time-based RSU vesting schedule (outstanding as of 6/30/2025):

PSU (unearned) schedules:

FY2025 realized equity activity:

Equity Ownership & Alignment

• Beneficial ownership (as of Aug 8, 2025): 145,054 shares; employee RSUs 12,921; total shares and units 157,975 (≈0.3% of outstanding). Options exercisable within 60 days: 78,760. Shared voting/investment power over 10,947 shares .
• Outstanding equity awards (6/30/2025 close $276.38): Time-based RSUs 12,921 (MV $3,571,106) and unearned PSUs 24,884 (MV $6,877,440) .
• Stock options (all exercisable; deep in-the-money vs $276.38 close): 6,630 @ $36.82 exp 08/03/2025; 5,774 @ $39.02 exp 08/01/2026; 56,981 @ $39.02 exp 08/01/2026; 5,505 @ $40.43 exp 07/31/2027; 4,276 @ $58.94 exp 08/06/2028; 6,224 @ $44.13 exp 08/15/2029 .
• Ownership guidelines: CEO 5x salary; Senior VPs 3x; Corporate VPs 2x. All NEOs in compliance or on track as of June 30, 2025. Hedging and pledging Company stock are prohibited for executives and directors .

Employment Terms

• Executive Severance Plan (no CIC): Senior/Corporate VPs receive 12 months base salary, prorated annual bonus, 12 months medical coverage, and 12 months outplacement if terminated without cause or resign for good reason .
• Change-in-Control Severance Plan (double trigger within 2 years post-CIC): Senior/Corporate VPs receive lump sum 2x base salary + 1x target annual bonus, 24 months medical/dental (with interest on 25% of lump sum at AFR), 12 months outplacement, and legal fee reimbursement; best-net excise tax cutback applies (no gross-ups) .
• Hypothetical payouts (assuming termination on 6/30/2025, using $276.38 share price):
  • Executive Severance (no CIC): Base salary $539,760; benefits $28,372; outplacement $20,000; total $588,132 .
  • CIC Severance: Base salary and bonus $1,511,328; benefits $59,380; outplacement $20,000; total $1,590,708 .
  • Equity acceleration/values by scenario are disclosed in detail; total values under death/disability and post-CIC scenarios for Malloy were $5,509,912 (death/disability total) and $8,600,534 (post-CIC total), respectively .
• Clawback: Executive officer clawback policy (2018; SEC/NYSE compliant) and a separate non-executive policy adopted in 2023; recoupment can include forfeitures, cash/share recoupment, offsets, and reductions .
• Related-party transactions: The Company disclosed no related-person transactions or arrangements in connection with Malloy’s appointment; no family relationships or selection arrangements .

Investment Implications

• Strong incentive alignment: FY2025 annual bonus paid 230% of target on financial outperformance, while the FY23–25 PSU cycle vested at the 200% cap after a positive TSR modifier, indicating high pay-performance sensitivity; safety underperformance (below target) is a minor counterbalance within annual metrics .
• Upcoming supply of stock (vesting/sale overhang): Scheduled RSU vesting dates (8/15/2026; 8/15/2027) and PSU performance periods ending 6/30/2026 and 6/30/2027 could add episodic insider selling pressure upon settlement; FY2025 saw 29,350 shares vest to Malloy (no option exercises) .
• Retention and change-in-control economics: Meaningful unvested equity, plus standard severance (12 months base, prorated bonus) and double-trigger CIC benefits (2x base + 1x target bonus) support retention while limiting windfalls (no excise gross-up, best-net cutback) .
• Ownership alignment and risk controls: 0.3% beneficial ownership with strict stock ownership guidelines and prohibitions on hedging/pledging reduce governance risk and misalignment concerns .
• Governance backdrop: Say-on-pay support remains exceptionally strong (99% approval in FY2024; three-year average 99%), suggesting low external pressure to alter incentives materially in the near term .

Company performance context (FY2025): Net sales +4%, Adjusted Operating Income +48%, Adjusted Free Cash Flow +61%, Adjusted Diluted EPS +58% YoY, supporting above-target incentive outcomes and validating operating momentum under Malloy’s operating leadership tenure .