John Hart
CARPENTER TECHNOLOGYAbout John Hart
Dr. A. John Hart is the Class of 1922 Professor and Head of the Department of Mechanical Engineering at MIT; he also serves as Co-Director of the MIT Initiative for New Manufacturing and Director of the MIT Center for Advanced Production Technologies . He is an independent director of Carpenter Technology (CRS), age 46, and has served on the Board since 2019, with committee roles as Co‑Chair of the Science, Technology and Sustainability Committee and member of the Audit/Finance Committee . The Board affirms that all directors other than the CEO are independent under SEC and NYSE rules, and all members of Hart’s committees are independent (Audit/Finance members are also financially literate under NYSE standards) . Directors attended all Board meetings in FY2025 and 99% of committee meetings; independent directors held five executive sessions in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Institute of Technology (MIT) | Associate Professor of Mechanical Engineering | 2013–2020 | Research and teaching in additive manufacturing, advanced materials, machine design, and automation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MIT | Class of 1922 Professor; Head, Mech. Eng.; Co‑Director, MIT Initiative for New Manufacturing; Director, MIT Center for Advanced Production Technologies | Current | Academic and research leadership roles . |
| VulcanForms, Inc. | Co‑founder/advisor | Not disclosed | Startup affiliation noted in proxy biography . |
| Upgrade Manufacturing, Inc. | Co‑founder/advisor | Not disclosed | Startup affiliation noted in proxy biography . |
| Desktop Metal, Inc. | Co‑founder/advisor | Not disclosed | Startup affiliation noted in proxy biography . |
| Public company directorships (non‑CRS) | None | N/A | Current non‑CRS public directorships: 0 . |
Board Governance
| Committee | Role | Independence/Qualifications | Scope/Functions |
|---|---|---|---|
| Science, Technology and Sustainability | Co‑Chair | All members independent | Reviews major scientific/technological developments; recommends opportunities; oversees Environmental aspects of ESG . |
| Audit/Finance | Member | All members independent and financially literate under NYSE standards | Oversees integrity of financial statements, auditor selection/performance, internal audit, legal/ethical compliance; recommends inclusion of audited financials in 10‑K . |
- Independence status: All directors other than the CEO qualify as independent under SEC/NYSE rules; Board committees meet independence requirements .
- Attendance and engagement: Directors attended all Board meetings and 99% of committee meetings in FY2025; five executive sessions of independent directors were held .
- Board leadership: Effective immediately before the 2025 Annual Meeting, the Board combined Chair/CEO roles and appointed a Lead Independent Director to enhance independent oversight .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 90,000 [includes Chair Retainer] | 135,075 | 35,075 | 16,540 | 276,690 |
- Deferred compensation: Hart’s 2025 compensation includes fees deferred in the form of stock units pursuant to advance deferral elections (per footnote (5)) .
- Director pay structure: Non‑chair directors receive a $150,000 annual retainer paid 50% cash/50% stock units; committee chair retainers are $25,000 (Audit/Finance), $17,500 (Human Capital), and $15,000 (Corporate Governance, Strategy, Science/Technology/Sustainability); annual non‑retainer stock units of $60,000 and stock options of $35,000 are provided to non‑chair directors .
Performance Compensation
| Grant/Term | Detail | Metrics/Vesting |
|---|---|---|
| Annual stock units (FY2025) | 837 stock units credited on Oct 8, 2024; grant date fair value $135,075 (comprised of $75,042 retainer units + $60,033 additional non‑retainer units) | Annual stock units vest in full on the first anniversary of grant; dividend equivalents reinvested in units; units vest pro‑rata upon certain separations; accelerate upon Change in Control, Death, or Disability . |
| Annual stock options (FY2025) | 438 options granted on Oct 8, 2024; grant date fair value $35,075 | Annual options vest in full on the first anniversary; 10‑year term; accelerate upon Change in Control, Death, or Disability; pro‑rata vesting if service ends before first anniversary (non‑cause) . |
| Initial director option grant (policy) | Up to 4,000 options upon joining Board (policy level) | Vests in four equal annual installments while active on Board . |
- Director equity is time‑based; no performance metrics are used for director equity awards (performance metrics noted in the proxy apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None | Public company | — | Current non‑CRS public company directorships: 0 . |
- Related‑party oversight: The Audit/Finance Committee reviews/approves any related‑party transactions; none occurred in FY2025; no proposed transactions requiring disclosure .
- Hedging/pledging: Directors are prohibited from hedging or pledging CRS stock, including short sales, collars, swaps, and trading in puts/calls .
Expertise & Qualifications
- Research & Development and Key Industry Experience: Extensive work in additive manufacturing, advanced materials, machine design, and automation supports CRS’s innovation and end‑market alignment .
- Innovation and Strategic Experience: Academic/industry crossover and startup advisory background enhance board technology oversight and strategy deliberations .
Equity Ownership
| As of Aug 8, 2025 (or as noted) | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 18,080 | Includes shares the individual has the right to acquire via options exercisable within 60 days . |
| Options exercisable within 60 days | 18,080 | Listed separately in options‑within‑60‑days disclosure . |
| Options outstanding (June 30, 2025) | 18,518 | Total options outstanding under Director Stock Plan . |
| Director stock units | 21,232 | Converts to shares upon termination of service; no voting rights . |
| Shares and units combined | 39,312 | Beneficial ownership including stock units as presented . |
| Ownership as % of outstanding | 0.0% | Rounded to nearest 0.1% . |
- Director stock ownership policy: Non‑employee directors must hold equity with a fair market value ≥ 6x the annual cash retainer; five‑year phase‑in; as of June 30, 2025, all current non‑employee directors satisfy or are on track to satisfy the requirement .
- Hedging/pledging prohibition reduces misalignment risk; no pledging permitted .
Governance Assessment
- Strengths: Independent director with deep manufacturing and materials expertise; Co‑Chairs the Science, Technology & Sustainability Committee and serves on Audit/Finance (independent and financially literate committee), supporting both technology oversight and financial governance .
- Engagement: Full Board attendance and 99% committee attendance in FY2025, plus regular executive sessions of independent directors, signal strong engagement and oversight .
- Alignment: Director pay mix includes meaningful stock units and options; director ownership policy (6x cash retainer) and prohibition on hedging/pledging promote alignment with shareholders .
- Conflicts/Related Parties: No related‑party transactions disclosed for FY2025; while Hart has startup affiliations, the company reports none requiring disclosure and maintains an Audit/Finance Committee approval process for any such transactions .
- Shareholder signals: Say‑on‑pay support was 99% in FY2024 (three‑year average 99%), indicating broad investor confidence in compensation governance (contextual to overall governance quality) .