Kathleen Ligocki

About Kathleen Ligocki

Kathleen Ligocki is an experienced serial CEO and board member with deep operating and international expertise across automotive, industrials, and clean energy solutions; she holds a BA with highest distinction from Indiana University Kokomo and an MBA from Wharton (GM fellow) and has been awarded honorary doctorates from Indiana University Kokomo, Central Michigan University, and Oakland University . She is 68 years old, has served on Carpenter Technology’s Board since 2017, and currently chairs the Human Capital Management Committee, bringing CEO, operational manufacturing, international, and financial experience to the board .

Past Roles

External Roles

Board Governance

• Committee assignments: Human Capital Management (Chair), Corporate Governance, Strategy .
• Board independence: All directors except the CEO are independent under SEC/NYSE standards; all standing committees are composed solely of independent directors .
• Attendance and engagement: Directors attended all Board meetings and 99% of committee meetings in FY2025; each director attended at least 75% of meetings; 36 total Board/committee meetings; five independent director executive sessions .
• Leadership structure: Board combined Chair/CEO roles (effective immediately before the 2025 Annual Meeting) with Steven M. Ward, Jr. appointed Lead Independent Director to strengthen oversight .

Fixed Compensation

Additional program structure:

• Annual retainer for non-chair directors: $150,000 (50% cash / 50% stock units) .
• Annual non-retainer stock units: up to $90,000; annual stock options: fair value combined with stock units up to $90,000 .
• Deferral options: cash and stock unit deferrals with specified payout schedules; deferred cash accrues interest at the Company’s Five-Year Medium-Term Note Borrowing Rate .

Performance Compensation

Directors do not receive performance-based pay; equity grants for directors are time-based (stock units and options) with vesting terms set by the Director Stock Plan . As Human Capital Management Committee Chair, Ligocki oversees executive pay-for-performance metrics as detailed below:

• Annual Executive Incentive Bonus Compensation Plan (EIBCP) Metrics (NEOs):
  | Metric | Definition | Rationale | |---|---|---| | Adjusted Operating Income | Net Sales minus Operating Expenses (cost of sales; SG&A), excluding special items | Focuses management on growth and expense control . | | Adjusted Free Cash Flow | CFO less capex and acquisitions plus disposals | Drives cash generation and working capital/capex discipline . | | Safety (TCIR modifier) | Hand safety/ergonomics action closures; TCIR modifier added in FY2025 | Elevates workplace safety as a top priority . |

• Long-Term Incentive (LTI) Performance-Based RSUs (3-year average measurement; TSR modifier):
  | Metric | Weight | FY2023 Attainment | FY2024 Attainment | FY2025 Attainment | FY23–25 Weighted Attainment | |---|---:|---:|---:|---:|---:| | Adjusted ROIC | 45% | 200% | 200% | 200% | 90% | | Adjusted EBITDA ($mm) | 45% | 193% | 200% | 200% | 89% | | Sustainability | 10% | 100% | 200% | 60% | 12% | | Overall attainment (pre-TSR) | — | — | — | — | 191% | | TSR modifier | Up to ±20% | — | — | — | +9% (100th percentile vs Russell peer index) | | Overall attainment (capped) | — | — | — | — | 200% |

Committee governance signals:

• Double-trigger change-in-control; robust clawbacks compliant with SEC/NYSE; independent compensation consultants; annual risk assessment finds program not likely to encourage excessive risk .
• 2024 say-on-pay support ~99%; 2022–2024 average ~99%—strong shareholder endorsement of pay practices .

Other Directorships & Interlocks

• Related party transactions: None in FY2025; Audit/Finance Committee reviews/approves any such transactions; directors must avoid conflicts and disclose potential conflicts per Code of Business Conduct and Ethics .
• Compensation committee interlocks: None—no HCM Committee member was a current/former officer/employee in FY2025 .

Expertise & Qualifications

• CEO leadership (multiple companies), operational manufacturing, international and financial experience; brings board-level insight in strategy, capital allocation, and global operations .
• Education: BA (highest distinction) Indiana University Kokomo; MBA Wharton (GM fellow); honorary doctorates (Indiana University Kokomo, Central Michigan University, Oakland University) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with broad CEO/operator background; chairs HCM Committee, overseeing disciplined pay-for-performance design with multi-metric LTI, TSR modifier, clawbacks, and double-trigger CIC—consistent with investor-aligned governance .
  • Strong board independence and committee composition; formal Lead Independent Director role installed with combined Chair/CEO structure to preserve oversight .
  • High board engagement: directors attended all Board meetings and 99% of committee meetings; five executive sessions in FY2025 .
  • Shareholder support: ~99% say-on-pay approval in 2024; three-year average ~99% .
  • Director ownership alignment via substantial equity retainer, additional stock units/options, and stringent 6× cash retainer ownership guideline (compliance on track) .

• Watch‑items

  • Multi-board commitments (Lear, PPG; plus private/advisory roles) warrant ongoing monitoring for potential time constraints, though no attendance or engagement issues are indicated in FY2025 .
  • Overlapping end‑markets (transportation/industrials) could create perceived interlocks; however, no related party transactions disclosed for FY2025 and conflicts are subject to audit committee review and company policy .

• RED FLAGS

  • None disclosed regarding related party transactions, hedging/pledging by directors, option repricing, tax gross‑ups, or attendance shortfalls in FY2025 .