Colleen Pritchett
CARPENTER TECHNOLOGYAbout Colleen S. Pritchett
Independent director of Carpenter Technology (CRS) since 2023; age 52. Background spans 25+ years leading multi‑billion advanced materials and industrial businesses across the Americas, Europe, and Asia. Education: B.S. Chemical Engineering (Penn State), MBA (Emory Goizueta), executive programs at Harvard Business School and UCLA Women in Governance. Current CRS committees: Audit/Finance and Strategy; no current public company directorships disclosed. Independence: all non‑management directors are independent; attendance expectations met (each director ≥75% attendance; average director attendance 99%).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornerstone Building Brands, Inc. | President, Aperture Solutions – U.S. | 2022–2024 | North America’s largest exterior‑products manufacturer; U.S. business president |
| Hexcel Corporation | Leader, Americas Aerospace Division | 2018–2022 | Carbon‑fiber composites and honeycomb structures industry leader |
| DuPont | Various senior roles (commercial, operations, general management) | ~1996–2018 | 22 years in progressively senior roles across functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed | — | No current public company directorships |
Board Governance
- Committees: Audit/Finance and Strategy; not a chair. Audit/Finance chaired by Charles D. McLane, Jr.; Strategy chaired by Steven E. Karol.
- Independence: all directors except the CEO are independent under SEC/NYSE standards; committee independence requirements satisfied.
- Attendance: each director attended ≥75% of Board and committee meetings in FY2025; average director attendance 99%; five executive sessions held; Annual Meeting attendance expected (she attended prior year).
- Board structure: roles of Chair and CEO combined effective Oct 7, 2025; Lead Independent Director appointed (Steven M. Ward) to enhance independent oversight.
- Related‑party transactions: none in FY2025; annual D&O questionnaires used to detect conflicts; Code of Business Conduct requires disclosure/avoidance of conflicts.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $75,000 | Half of $150,000 annual retainer typically paid in stock units; remaining half as cash |
| Stock awards (stock units) – grant date fair value | $135,075 | 837 stock units granted Oct 8, 2024 (retainer + non‑retainer units) |
| Option awards – grant date fair value | $35,075 | 438 options granted Oct 8, 2024 |
| All other compensation | $2,459 | Dividend equivalents on stock units |
| Total FY2025 compensation | $247,609 | Sum of elements above |
Director compensation structure (policy highlights):
- Annual retainer: $150,000 for non‑chair directors (50% cash / 50% stock units; deferral elections permitted). Committee chair retainers: Audit/Finance $25,000; HCM $17,500; Corporate Governance/Strategy/Science $15,000. Annual non‑retainer stock units up to $90,000 and annual options up to $90,000; chair higher.
- Vesting: initial option grants vest in four annual installments; annual options and stock units vest on first anniversary of grant; pro‑rata vesting upon mid‑year separation; 10‑year option term. Change‑in‑control: stock units vest immediately; options immediately exercisable. Deferral options for units/cash are available.
Performance Compensation
Directors do not have performance‑conditioned equity; their equity comprises time‑vested stock units and stock options. As a governance signal, the Board’s executive pay program uses multi‑year, diversified performance metrics with robust clawbacks.
Performance‑based RSUs (executives) – attainment across three years:
| Metric (Weight) | FY2023 Attainment % | FY2024 Attainment % | FY2025 Attainment % | FY23–25 Overall (pre‑TSR) | TSR Modifier | FY23–25 Overall (capped) |
|---|---|---|---|---|---|---|
| Adjusted ROIC (45%) | 200% | 200% | 200% | 191% | +9% | 200% |
| Adjusted EBITDA ($mm) (45%) | 193% | 200% | 200% | — | — | — |
| Sustainability (10%) | 100% | 200% | 60% | — | — | — |
Annual cash incentive (executives) – FY2025 metrics: Adjusted Operating Income, Adjusted Free Cash Flow, Safety (hand/ergonomics; TCIR modifier). Maximum payout 245% of target; FY2025 overall attainment 230%, with maximum attainment on financial metrics and below‑target on safety.
Other Directorships & Interlocks
| Company | Relationship to CRS | Potential Conflict |
|---|---|---|
| Current public boards | None | Reduces interlock/conflict risk |
| Prior employers (Hexcel, DuPont, Cornerstone Building Brands) | Industrial materials; aerospace composites; chemicals; building materials | No related‑party transactions disclosed with CRS in FY2025 |
Expertise & Qualifications
- Deep industry experience in advanced materials and industrial manufacturing; operational manufacturing, international leadership, strategic experience.
- Education: B.S. Chemical Engineering (Penn State); MBA (Emory Goizueta); executive programs (Harvard Business School; UCLA Women in Governance).
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 4,393 | Includes shares acquirable via options exercisable within 60 days of Aug 8, 2025 |
| Director stock units (deferred) | 3,686 | Units payable in stock upon termination or elected date; no voting rights |
| Options outstanding | 4,831 | Outstanding under Director Stock Plan as of June 30, 2025 |
| Ownership % of outstanding | 0.0% | Based on 49,850,095 shares outstanding as of Aug 8, 2025 |
| Stock ownership guideline | 6x annual cash retainer | Five‑year phase‑in; all directors satisfy or are on track as of June 30, 2025 |
| Pledging/hedging | Policy prohibits hedging/pledging for NEOs; director policy emphasizes long‑term ownership | Executive policy prohibition; director stock ownership policy enforces alignment |
Governance Assessment
- Board effectiveness: Pritchett serves on Audit/Finance and Strategy, aligning her operational/manufacturing and strategic background with oversight of financial integrity and corporate strategy; no chair roles imply influence without concentration of power.
- Independence and attendance: Independent; Board’s FY2025 average attendance 99% and executive sessions maintain oversight quality; she met attendance expectations.
- Ownership alignment: Mix of options and stock units; guideline at 6x cash retainer promotes skin‑in‑the‑game, with directors in compliance/on track.
- Compensation signals: Director pay balanced between cash and equity; vesting and change‑in‑control mechanics avoid windfalls; deferral options support long‑term alignment. Executive pay structure shows strong pay‑for‑performance discipline, a positive governance backdrop.
- Conflicts and red flags: No related‑party transactions in FY2025; no current public directorships reduce interlock risk; no compensation repricing or tax gross‑ups in executive program; strong say‑on‑pay support (~99% in 2024; three‑year average ~99%).
RED FLAGS: None disclosed for Pritchett (no related‑party exposure; independence intact; attendance expectations met). Maintain monitoring for future committee changes or external board appointments that could introduce interlocks.