Ramin Younessi
CARPENTER TECHNOLOGYAbout Ramin Younessi
Independent director of Carpenter Technology (CRS) since 2021; age 60. Former Group President at Caterpillar Inc. (Construction Industries and Energy & Transportation), retired January 2021. Education: BS Electrical Engineering (RIT), MS Electrical Engineering (Syracuse University), MS Engineering Management (University of Maryland); Registered Professional Engineer (Illinois). Core credentials include operational manufacturing, R&D, financial and international experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Group President, Construction Industries | Through Jan 2021 (retired) | Led Earthmoving, Excavation, Building Construction, China Ops, Global Construction & Infrastructure, Global Rental/Used, Strategic Procurement |
| Caterpillar Inc. | Group President, Energy & Transportation | Not disclosed | Oversaw Electric Power, Industrial Engines, Large Power Systems, Solar Turbines, Remanufacturing, Rail, Oil & Gas, Marine |
| Daimler AG | Senior executive positions in Manufacturing/Engineering | Not disclosed | Operational/engineering leadership (prior) |
| Navistar Inc. | Senior executive positions in Manufacturing/Engineering | Not disclosed | Operational/engineering leadership (prior) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madison Dearborn Partners (MDP) | Board member, investor, Senior Advisor | Since 2013 | Serves/chairs several private domestic/international company boards (not named) |
| Public company directorships | None | — | Current non-CRS public directorships: 0 |
Board Governance
- Independence: All non-employee directors (including Younessi) are independent under SEC/NYSE rules; only the CEO is not independent .
- Committees: Audit/Finance (member; all members independent and financially literate), Science, Technology & Sustainability (member; all members independent) .
- Attendance and engagement: Directors attended all Board meetings and 99% of Committee meetings in FY2025; each director attended at least 75% of meetings; 5 executive sessions of independent directors held; Younessi attended the prior Annual Meeting (noted exceptions were other directors) .
- Board leadership: Roles of Chair/CEO combined effective immediately before the Oct 7, 2025 Annual Meeting; Lead Independent Director (Stephen M. Ward, Jr.) appointed concurrently; independent-only standing committees maintained, with regular executive sessions .
Fixed Compensation (Director, FY2025)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash fees | 75,000 | Portion of $150,000 annual retainer (50% cash / 50% stock units for non-chair directors) |
| Committee chair fees | 0 | Not a chair; chair retainers are $25,000 (Audit/Finance), $17,500 (HCM), $15,000 (Governance/Strategy/STS) |
| Deferred compensation earnings (nonqualified) | 3,594 | Above-market earnings methodology disclosed |
| All other compensation (incl. dividend equivalents) | 7,727 | Dividend equivalents credited on stock units |
Total FY2025 director compensation: $256,471 .
Performance Compensation (Equity Awards & Vesting – Director)
| Grant Type | FY2025 Grant Details | Vesting | Notes |
|---|---|---|---|
| Annual stock units | 837 units (Oct 8, 2024) | Vest in full at 1-year anniversary; pro-rata if service ends (one-quarter per 3 months) | Directors receive annual non-retainer stock units; dividend equivalents reinvested and vest with underlying units |
| Annual stock options | 438 options (Oct 8, 2024) | Vest in full at 1-year anniversary; 10-year term; pro-rata vest if service ends (one-quarter per 3 months) | No option repricing without shareholder approval; no dividend equivalents on options |
| Initial onboarding options | Not applicable in FY2025 | — | Initial 4,000 options only upon joining the Board; Younessi joined in 2021 (no FY2025 onboarding grant) |
| Change-in-control | Accelerated vesting | Immediate vesting/payment of stock units; options become immediately exercisable | Death/disability also accelerate vesting |
Equity award grant-date fair values in FY2025: Stock awards $135,075; Option awards $35,075 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Madison Dearborn Partners portfolio (private) | Private | Chairman/Board member (various) | No CRS related-party transactions disclosed in FY2025; audit committee reviews any such items |
| Public boards | Public | None | No current public interlocks; 0 public directorships |
Expertise & Qualifications
- Operational manufacturing experience; financial experience; international experience; research & development experience .
- Education and professional credentials: EE degrees (RIT, Syracuse), Engineering Management (Maryland), Registered PE (Illinois) .
Equity Ownership (as of Aug 8, 2025)
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 4,220 | Sole voting/investment power unless noted |
| Director stock units | 10,102 | Payable in stock upon termination of service; no voting rights |
| Options outstanding | 438 | Outstanding under Director Stock Plan |
| Options exercisable within 60 days | 0 | 0 exercisable within 60 days |
| Total shares and units beneficially owned | 14,322 | Sum of shares and units (units non-voting) |
| Ownership % of outstanding shares | 0.0% | Rounded per proxy methodology |
| Stock ownership guideline | 6x annual cash retainer; 5-year phase-in | All current non-employee directors satisfy or are on track per policy |
Policy notes:
- Director compensation split: annual retainer paid at least 50% in stock units to promote alignment .
- Hedging/pledging: Company prohibits hedging/pledging for NEOs; director policy emphasizes ownership and alignment; no pledging of CRS shares by directors disclosed .
- Related-party transactions: None in FY2025; annual D&O questionnaire used to identify issues .
Governance Assessment
- Strengths: Independent status; service on Audit/Finance (financial literacy) and Science, Technology & Sustainability committees; robust meeting cadence and high attendance (Board 5, Audit/Finance 10, STS 5; 99% committee attendance overall); investor-aligned director pay with equity; director ownership guideline (6x cash retainer) with compliance/on-track status; no FY2025 related-party transactions .
- Investor-confidence signals: Strong say‑on‑pay support (≈99% in 2024; 99% 3‑year average), disciplined compensation governance (double‑trigger CoC, clawbacks, no option repricing), frequent executive sessions .
- Watch items: Combined Chair/CEO structure adopted in 2025 may warrant ongoing monitoring of independent oversight; Lead Independent Director role established to mitigate (Stephen M. Ward, Jr.) .
- RED FLAGS: None disclosed for Younessi regarding attendance, related-party transactions, pledging/hedging, or public interlocks; compensation practices align with governance best practices .
Overall, Younessi brings deep operating and engineering leadership from Caterpillar and heavy-industry peers, with active committee work in financial oversight and technology/sustainability, and maintains alignment via equity-based director compensation and ownership guidelines—supportive of board effectiveness and investor confidence .