James Dee
CARPENTER TECHNOLOGYAbout James D. Dee
James D. Dee is Senior Vice President, General Counsel and Secretary of Carpenter Technology (CRS). He was appointed SVP in August 2020 and previously served as Vice President, General Counsel and Secretary from September 2010 to August 2020; he is 68 as of FY2025 and also functions as the Company’s Information Officer overseeing disclosure policies . Company performance during his recent tenure includes FY2025 net sales of $2.9B and record adjusted operating income of ~$525M, with YoY growth of +4% net sales, +48% adjusted operating income, +61% adjusted free cash flow, and +58% adjusted diluted EPS; the 2023–2025 PSU cycle paid at 200% with TSR in the 100th percentile versus the Russell small-cap materials growth benchmark .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carpenter Technology | Senior Vice President, General Counsel & Secretary | Aug 2020–present | Leads legal, governance, investor engagement; Information Officer for Reg FD |
| Carpenter Technology | Vice President, General Counsel & Secretary | Sep 2010–Aug 2020 | Built legal/gov framework; supported leadership transitions |
| C&D Technologies | SVP, General Counsel, Secretary & Chief Administrative Officer | Not disclosed | Senior legal and administrative leadership |
| Montgomery, McCracken, Walker & Rhodes, LLP | Attorney | Not disclosed | Corporate/legal advisory experience |
| SPS Technologies, Inc. | Vice President, General Counsel & Secretary | 16 years (dates not disclosed) | Long-tenure legal leadership in industrials |
External Roles
No public company directorships or outside board roles disclosed for Mr. Dee in CRS filings .
Fixed Compensation
Multi-year compensation summary for Mr. Dee (NEO):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 463,538 | 480,989 | 498,702 |
| Stock Awards – Grant Date FV ($) | 450,004 | 700,101 | 750,062 |
| Non-Equity Incentive (Annual Bonus) ($) | 347,603 | 533,103 | 688,209 |
| Change in Pension Value ($) | 0 | 27,462 | 48,785 |
| All Other Compensation ($) | 65,622 | 68,019 | 83,049 |
| Total Compensation ($) | 1,326,767 | 1,809,674 | 2,068,807 |
All Other Compensation detail (FY2025):
| Component | Amount ($) |
|---|---|
| Perquisites & Other Personal Benefits (financial planning, medical exam, HQ parking) | 16,938 |
| Insurance Premiums | 13,977 |
| Company Contributions to Retirement & 401(k) | 41,883 |
| Dividend Equivalents on Time-Based RSUs | 10,251 |
Performance Compensation
Annual Incentive Plan (AIP) structure and FY2025 outcome:
- Metrics: Adjusted Operating Income; Adjusted Free Cash Flow; Safety (hand/ergonomics actions with TCIR modifier). Max payout raised to 245% for stretch performance .
- FY2025 attainment: Overall 230% of target (max for financial metrics; below target for safety) .
- Mr. Dee’s FY2025 AIP target and actual: Target $299,221; Threshold $149,611; Max $733,091; Actual paid $688,209 .
Long-Term Incentive (LTI) design and FY2025 grants:
| LTI Element | Weight | Description |
|---|---|---|
| Adjusted ROIC PSUs | 22.5% | 0–200% payout; 3-year average measurement; TSR modifier ±20% |
| Adjusted EBITDA PSUs | 22.5% | 0–200% payout; 3-year average measurement; TSR modifier ±20% |
| Sustainability PSUs | 5% | 0–200% payout; 3-year average; TSR modifier ±20% |
| Time-Based RSUs | 50% | 3-year, vesting in equal annual tranches; dividend equivalents only upon vesting |
FY2025 LTI opportunity for Mr. Dee:
| Total LTI Opportunity ($) | ROIC PSU ($) | EBITDA PSU ($) | Sustainability PSU ($) | Time-Based RSU ($) |
|---|---|---|---|---|
| 750,000 | 168,750 | 168,750 | 37,500 | 375,000 |
Results of 2023–2025 PSU cycle (Company-wide, applies to NEOs):
| Metric | Weight | FY2023 Actual | FY2024 Actual | FY2025 Actual | Attainment (avg) |
|---|---|---|---|---|---|
| Adjusted ROIC (%) | 45% | 4.7 (200%) | 12.3 (200%) | 16.6 (200%) | 200% |
| Adjusted EBITDA ($MM) | 45% | 274 (193%) | 498 (200%) | 674 (200%) | 198% |
| Sustainability | 10% | 6 facilities (100%) | ≥10 facilities (200%) | 2% vs 2023 (60%) | 120% |
| TSR Modifier | n/a | n/a | n/a | n/a | +9% (100th percentile TSR) |
| Overall Payout | n/a | n/a | n/a | n/a | 200% (capped) |
Equity Ownership & Alignment
Ownership and outstanding awards (as of Aug 8, 2025 / FY2025):
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 81,856 | 0.2% of outstanding shares |
| Employee RSUs (unvested, time-based) | 8,640 | Value $2,387,923 at $276.38 close |
| Performance RSUs (unearned) | 17,280 | Payout contingent; value $4,775,846 at $276.38 |
| Options exercisable/unexercisable | 0 / 0 | No outstanding options |
| Total shares and units beneficially owned | 90,496 | Includes shares and units |
Stock ownership and trading policies:
- Hedging and pledging of CRS stock by NEOs prohibited .
- Executive equity ownership guidelines: SVPs required to hold equity equal to 3x base salary within 5 years; compliance status for executives not disclosed; directors satisfy their policy or are on track .
Vesting schedules (time-based RSUs):
| Grant | Shares | Grant Date | Vest Dates (100%) |
|---|---|---|---|
| RSU | 2,009 | 08/15/2022 | 08/15/2025 |
| RSU | 2,009 | 08/15/2023 | 08/15/2025 |
| RSU | 2,008 | 08/15/2023 | 08/15/2026 |
| RSU | 872 | 08/15/2024 | 08/15/2025 |
| RSU | 871 | 08/15/2024 | 08/15/2026 |
| RSU | 871 | 08/15/2024 | 08/15/2027 |
Deferred compensation and pensions:
- NQDCP aggregate balance $604,925; company FY2025 contribution $4,335; FY2025 earnings $42,709 .
- Pension present values: GRP $303,962; BRP $264,973; Mr. Dee is eligible for Full or Early Pension under BRP without special circumstances .
Employment Terms
Severance programs (no individual employment contracts; double-trigger CIC benefits):
- Executive Severance Plan (no Change in Control): SVP receives 12 months base salary, prorated annual bonus, lump-sum medical coverage cost for 12 months, and 12 months of outplacement . Illustrative FY2025 values for Mr. Dee: $502,238 base; $17,460 benefits; $20,000 outplacement; total $539,698 .
- Change-in-Control Severance Plan (double trigger within 2 years after CIC): SVP receives 2x base salary + 1x target annual bonus, 24 months medical/prescription/dental benefits with partial AFR interest, and outplacement; excise tax gross-up not provided (best net approach applied) . Illustrative FY2025 total for Mr. Dee: $1,305,819 (cash), $36,196 (benefits), $20,000 (outplacement) totaling $1,362,015 .
- Equity treatment/retirement eligibility: Mr. Dee is retirement eligible under the Omnibus Plan as of June 30, 2025; applicable RSU/PSU values are prorated on retirement and fully vest at target upon CIC as specified in plan tables .
Clawbacks and governance:
- Two clawback policies covering cash and equity awards; executive policy complies with SEC/NYSE rules .
- Say-on-Pay support: 99% approval in 2024; 98% and 99% in 2023 and 2022; three-year average 99% .
Related party transactions and conflicts:
- No related party transactions in FY2025; policy requires Audit/Finance Committee approval for any such transactions; annual D&O questionnaires used to identify potential issues .
Investment Implications
- Alignment and retention: High at-risk mix and rigorous metrics (Adjusted Operating Income, Free Cash Flow, ROIC/EBITDA/Sustainability with a TSR modifier) strongly tie Mr. Dee’s pay to performance; FY2025 AIP paid at ~230% and 2023–2025 PSUs paid at 200% (capped), reflecting robust execution . Clawbacks and hedging/pledging prohibitions further strengthen alignment .
- Vesting and potential selling pressure: Upcoming time-based RSU tranches through August 2027 and retirement eligibility under the Omnibus Plan can create routine Form 4 activity around vest dates and tax-withholding events; monitor Form 4s near 8/15 vesting cycles and any CIC/retirement triggers given prorated/accelerated equity vesting provisions .
- Change-in-control economics: Double-trigger structure with 2x base + 1x target bonus and benefits for SVPs limits single-trigger windfalls and aligns payouts with actual job loss, mitigating governance risk; no excise tax gross-up .
- Ownership and skin-in-the-game: Beneficial ownership of 81,856 shares plus unvested/equity units totaling 90,496 supports alignment, while no options and a prohibition on pledging reduce leverage-related risks .
Overall, compensation design is pay-for-performance with strong governance controls; focus monitoring on vesting windows, PSU cycles, and any disclosure events that could affect equity vesting or severance, given Mr. Dee’s retirement eligibility and the Company’s use of TSR modifiers and multi-factor financial metrics .