Charles McLane Jr.
CARPENTER TECHNOLOGYAbout Charles D. McLane, Jr.
Former EVP & CFO of Alcoa (2007–2013) with extensive finance, audit, and global shared services leadership; prior 27 years at Reynolds Metals across divisional finance and corporate treasury/controller roles. Age 72; Director at Carpenter Technology since 2020; holds B.S. and M.S. in Accounting (Virginia Commonwealth University) and executive programs at UVA Darden and Wharton; designated audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcoa Corporation | Executive Vice President & Chief Financial Officer | 2007–2013 | Led Finance (Treasury, Controllership, Pension, IR, Tax, Audit, FP&A); oversaw Global Business Services (IT, purchasing, business support) . |
| Alcoa Corporation | Director of Investor Relations; later VP & Corporate Controller | From 2000 | Corporate Controller also responsible for Business Support Services, transactional service functions incl. procurement, shared services, EHS, corporate aircraft . |
| Reynolds Metals Company | Division Controller; Director of Finance & Administration (Global Can BU); Assistant Controller; Assistant Treasurer | 27 years | Progressive finance leadership across operations and corporate functions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Motion & Control Enterprises (MCE; private) | Director | Current | PE-owned industrial distributor; governance/strategic oversight . |
| Alcoa Foundation; Alcoa World Alumina | Director | Prior | Non-profit/affiliate boards . |
| Girl Scouts of the USA (National Board) | Director | Prior | Non-profit governance . |
| Sapa AB | Board member | Prior | Industrial materials JV/history . |
| Conference Board Council of Financial Executives; CFO Board Academy | Member | Prior | Professional finance leadership forums . |
Board Governance
- Independence: Non-employee director; CRS reports 11 of 12 directors independent; all Audit/Finance members independent and financially literate; McLane qualifies as an “audit committee financial expert” .
- Committees: Audit/Finance (Chair); Strategy (member) .
- Attendance & engagement: FY2025—5 Board meetings, 36 total Board/committee meetings; executive sessions of independent directors held 5 times. Company states “each director attended at least 75%” and 99% average committee attendance; directors attended all Board meetings .
- Leadership structure update: Board combined Chair/CEO roles effective immediately before 2025 Annual Meeting, with a two-year term Lead Independent Director (Stephen M. Ward, Jr.) appointed Aug 12, 2025 to reinforce independent oversight .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Cash fees (annual retainer cash portion + Audit/Finance Chair retainer) | $100,000 | Annual retainer is $150,000 (50% cash/50% stock units); Audit/Finance Chair retainer $25,000; McLane’s cash total reported as $100,000 . |
| Committee chair fee schedule (policy) | $25,000 | Audit/Finance Chair; other chairs: HCM $17,500; Governance/Strategy/STS $15,000 . |
Performance Compensation
| Equity Instrument | Grant Date | Quantity | Grant Date Fair Value | Vesting/Term |
|---|---|---|---|---|
| Retainer stock units (part of annual retainer) | Oct 8, 2024 | Included in 837 total stock units | $75,042 (portion of $135,075 total) | Annual grants vest at first anniversary; dividend equivalents reinvested; deferral elections permitted . |
| Additional stock units (non-retainer) | Oct 8, 2024 | Included in 837 total stock units | $60,033 (portion of $135,075 total) | Same vesting; partial vesting on mid-year separation per plan . |
| Annual stock options | Oct 8, 2024 | 438 options | $35,075 | Annual grants vest at first anniversary; 10-year term; partial vesting pro rata if service ends before anniversary (except Cause/Change in Control/Death/Disability) . |
- Deferral elections: Directors may defer cash under the Director Cash Deferral Plan (interest credited to a defined MTN rate) or defer stock unit distribution up to 15 annual installments; McLane deferred fees in stock units for calendar years 2024 and 2025 (footnote 6) .
- Hedging/Pledging: Directors prohibited from hedging and from pledging company stock; no trading in puts/calls permitted .
Other Directorships & Interlocks
| Category | Current Status | Notes |
|---|---|---|
| Public company directorships (non-CRS) | 0 | Disclosed as “CURRENT NON-CARPENTER TECHNOLOGY PUBLIC DIRECTORSHIPS 0” . |
| Interlocks/conflicts | None disclosed | FY2025: no related party transactions; Compensation Committee interlocks—none . |
Expertise & Qualifications
- CFO, financial reporting, capital allocation, internal controls, and audit oversight experience; key industry, strategic, and international experience. Identified by CRS as bringing “extensive accounting and financial expertise” and designated audit committee financial expert .
Equity Ownership
| Measure (as of Aug 8, 2025 or FY2025 noted) | McLane | Notes |
|---|---|---|
| Shares beneficially owned | 7,487 | Includes 1,028 shares acquirable by options within 60 days . |
| Director stock units credited | 24,327 | Payable in stock upon separation; no voting rights . |
| Total shares and units beneficially owned | 31,814 | 0.0% of outstanding shares (rounded) . |
| Options exercisable within 60 days | 1,028 | Included in beneficial ownership methodology . |
| Options outstanding (total) | 1,466 | As of June 30, 2025 . |
| Director stock ownership guideline | ≥6× annual cash retainer | Five-year phase-in; all current directors meet or are on track as of June 30, 2025 . |
| Hedging/pledging | Prohibited | Applies to directors and NEOs . |
Governance Assessment
- Board effectiveness: McLane’s audit chairmanship and financial expert designation strengthen financial oversight; committee pre-approval policies and detailed audit/finance reporting signal robust controls and independence of the external auditor (PwC) .
- Independence and engagement: Independent director, high overall attendance (directors attended all Board meetings; 99% committee attendance), and regular executive sessions support credible oversight; each director met the ≥75% participation threshold .
- Incentive alignment: Director pay mixes cash with equity—stock units and options—with quarterly vesting and ownership guidelines at 6× cash retainer, plus deferral choices that increase equity exposure; McLane defers fees into stock units, further aligning interests .
- Conflicts/related-party exposure: No FY2025 related party transactions disclosed; hedging/pledging ban reduces misalignment risk; no external public board interlocks .
- Risk indicators & watch items:
- Leadership structure: Chair/CEO combination increases concentration of authority; mitigated by appointment of a Lead Independent Director with defined powers—monitor balance and independence execution in practice .
- Equity awards to directors are time-based (no disclosed performance metrics), typical for director compensation; continue monitoring for any repricing/modification events—none disclosed for FY2025 .
- Auditor independence oversight and fee pre-approval procedures appear robust; maintain vigilance on non-audit services and tax services scope .
Overall, McLane’s finance pedigree and audit leadership enhance investor confidence in reporting integrity; alignment via equity, ownership policy compliance, and deferral choices are positives, with governance balance under the new Chair/CEO structure the key area to monitor .