Marshall Akins
CARPENTER TECHNOLOGYAbout Marshall Akins
Marshall D. Akins is Vice President and Chief Commercial Officer (NEO) at Carpenter Technology (CRS). CRS delivered record results in FY2025, with net sales up 4% YoY, adjusted operating income up 48%, adjusted free cash flow up 61%, and adjusted diluted EPS up 58%; pay programs tied to these outcomes paid above target (AIP 230%; PSUs paid at 200% for the FY2023–FY2025 cycle) . CRS’s pay design emphasizes adjusted operating income, adjusted free cash flow, safety (with a TCIR modifier), and multi‑year Adjusted ROIC/EBITDA plus a Sustainability metric (CO2 reduction) with a TSR modifier; shareholders supported Say‑on‑Pay by ~99% in 2024 and on average 99% over 2022–2024, indicating strong alignment . (The proxy does not disclose Akins’ age or education.)
Past Roles
No biography for Mr. Akins is provided in the 2024 or 2025 proxy statements reviewed .
External Roles
No external directorships or roles for Mr. Akins are disclosed in the 2024 or 2025 proxy statements reviewed .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $439,692 | $465,231 | $482,364 |
| Target Annual Bonus ($) | — | — | $361,773 (Board‑approved target under AIP) |
| Target Annual Bonus (% of Salary) | — | — | ~75% (361,773 / 482,364) |
| Actual Annual Bonus Paid (Non‑Equity Incentive Plan Compensation) | $364,533 | $644,547 | $832,078 |
| Stock Awards (grant‑date fair value) | $400,070 | $750,058 | $850,204 |
| Option Awards | $0 | $0 | $0 |
| All Other Compensation | $39,392 | $62,263 | $57,707 (no perqs; insurance $13,172; retirement/401(k) $38,004; RSU dividend equivalents $6,531) |
Notes:
- FY2025 AIP paid at 230% of target for NEOs, consistent with Mr. Akins’ bonus outcome .
- Company states average ~4% base salary increases for non‑CEO NEOs in FY2025, including Mr. Akins .
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Metrics | Operating Income (60%), Adjusted Free Cash Flow (30%), Safety (10%; hand safety/ergonomics) | Adjusted Operating Income; Adjusted Free Cash Flow; Safety (hand/ergonomics actions with TCIR modifier) |
| Plan Mechanics | Threshold/Target/Max with capped payouts; committee discretion on Safety | Max financial payout raised to 250% (weighted to a 245% overall cap) to align with stretch targets |
| Company Attainment | 185% of target (max on financials; below target on Safety) | 230% of target (max on Adjusted Operating Income and Adjusted Free Cash Flow; below target on Safety) |
Long‑Term Incentive (LTI) – Structure and Results
| Component | Share of LTI | Performance Period | Vesting/Notes |
|---|---|---|---|
| Adjusted ROIC‑based RSUs | 22.5% | 3‑year (measured as average of annual targets) | 0–200% payout; ±20% TSR modifier vs. Russell Small Cap Completeness Growth Index – Basic Materials; cliff vest at 3 years |
| Adjusted EBITDA‑based RSUs | 22.5% | 3‑year (average of annual targets) | Same as above |
| Sustainability RSUs (CO2 reduction) | 5% | 3‑year | Same as above |
| Time‑based RSUs | 50% | 3‑year | Vest in equal annual tranches over 3 years |
- FY2023–FY2025 performance cycle: Overall PSU payout = 200% after a +9% TSR modifier (TSR at the 100th percentile vs. peer index; capped at 200%) .
- Adjusted ROIC and Adjusted EBITDA achieved 200% in each measured year; Sustainability averaged 120% over the cycle .
Mr. Akins – FY2025 LTI Target Mix (grant date 08/15/2024)
| LTI Element | Target $ |
|---|---|
| Adjusted ROIC RSUs (22.5%) | $191,250 |
| Adjusted EBITDA RSUs (22.5%) | $191,250 |
| Sustainability RSUs (5%) | $42,500 |
| Time‑based RSUs (50%) | $425,000 |
| Total | $850,000 |
FY2025 plan‑based awards for Akins: AIP target $361,773; performance RSUs target 2,963 shares; time‑based RSUs 2,963 shares (grant‑date fair value $425,102) .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Aug 8, 2025; values at $276.38/sh)
| Item | Amount |
|---|---|
| Beneficially Owned Shares | 21,958 (1,896 shares with shared voting/investment power) |
| Employee RSUs (time‑based, unvested) | 9,053 units; MV $2,502,068 |
| Unearned PSUs (performance‑based, target) | 18,838 units; MV $5,206,446 |
| Shares and Units Beneficially Owned (SEC table) | 31,011; ≈0.0% of outstanding |
| Stock Options | None outstanding (exercisable or unexercisable) |
- FY2025 vestings realized (liquidity consideration): 15,359 shares vested with value $3,653,412 for Mr. Akins .
Upcoming Vesting Schedules (Akins)
- Time‑based RSUs (grant/vest detail) :
- 1,786 (granted 08/15/2022) vested 08/15/2025 (100%)
- 2,152 (08/15/2023) vested 08/15/2025; 2,152 vest 08/15/2026 (100% each)
- 988 (08/15/2024) vested 08/15/2025; 988 vest 08/15/2026; 987 vest 08/15/2027 (100% each)
- Performance‑based RSUs (target tranches) :
- 6,456 (FY2024 grant) vest based on performance; vest date 06/30/2026
- 2,963 (FY2025 grant) vest based on performance; vest date 06/30/2027
Alignment Policies
- Executive stock ownership guidelines: Corporate Vice Presidents must hold equity equal to 2x base salary within 5 years; hedging and pledging of company stock by NEOs are prohibited .
- No related‑party transactions disclosed for FY2025 .
Employment Terms
Severance and Change‑in‑Control (CIC) Framework
- No individual employment contracts for NEOs; program uses standard Executive Severance Plan and a double‑trigger Change‑in‑Control Severance Plan (no excise tax gross‑ups; best‑net cutback applies) .
- Executive Severance Plan (no CIC): Senior/Corporate VPs receive 12 months base salary, prorated annual bonus, 12 months medical/prescription coverage (lump‑sum cash equivalent), and 12 months outplacement .
- CIC Severance Plan (double‑trigger within 2 years post‑CIC): Senior/Corporate VPs receive lump‑sum 2x base salary + 1x target annual bonus, 24 months medical/prescription/dental (lump‑sum), and 12 months outplacement; legal fee reimbursement .
Potential Payments – Mr. Akins (illustrative, event on 6/30/2025; based on $276.38/sh)
| Scenario | Severance Cash | Benefits + Outplacement | Equity Treatment | Total |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (no CIC) | $485,784 base salary | $28,372 benefits + $20,000 outplacement | No acceleration; see plan terms | $534,156 |
| CIC + Qualifying Termination (double‑trigger) | $1,335,906 (2x base + 1x target bonus) | $59,380 benefits + $20,000 outplacement | Equity per Omnibus Plan (100% of target for PSUs upon CIC; additional specifics per award terms) | $1,415,286 (cash/benefits) |
- Excise tax “best net” cutback: $1,268,292 cutback would apply to Mr. Akins’ CIC benefits if needed to maximize after‑tax outcome .
- Definitions of Cause/Good Reason/CIC are provided in the proxy; CIC includes >50% ownership change, board turnover, certain mergers/asset sales, or liquidation .
Clawbacks and Other Governance
- Two clawback policies apply to annual cash and equity incentives (SEC/NYSE‑compliant); hedging/pledging prohibited; no option repricing or CIC tax gross‑ups; no NEO employment contracts .
Deferred Compensation and Retirement
- Non‑Qualified Deferred Compensation (FY2025): Akins deferred $148,265; company contributed $3,854; earnings $119,848; FY2025‑end balance $915,487 .
- Defined benefit pension: Mr. Akins is not a participant in CRS’s defined benefit plans; “Change in Pension Value” = $0 in FY2025 .
Investment Implications
- Pay‑for‑performance alignment is strong: FY2025 AIP at 230% and FY2023–FY2025 PSUs at 200% reflect record fundamentals and 100th percentile TSR, supporting confidence in execution—a positive signal for incentive‑driven leadership like CCO .
- Upcoming equity vesting creates identifiable windows of potential selling pressure (noting FY2025 vestings of 15,359 shares worth $3.65M and scheduled time‑based/PSU vest dates through 2027), though hedging/pledging is prohibited and ownership guidelines encourage holding .
- Governance risk appears low: no employment contracts, robust clawbacks, double‑trigger CIC, no tax gross‑ups, and no related‑party transactions disclosed; Say‑on‑Pay averaged ~99% approval (2022–2024), reducing the risk of shareholder pay backlash .
- Retention/transition risk modest: standard severance terms provide cushion without excessive guarantees; substantial unvested equity (time‑based and performance‑based) likely supports retention and sustained focus on multi‑year ROIC/EBITDA and sustainability goals .