Stephen Ward Jr.
CARPENTER TECHNOLOGYAbout Stephen M. Ward, Jr.
Independent director of Carpenter Technology Corporation (CRS) since 2001; age 70 in the 2025 proxy. Retired President & CEO of Lenovo, former IBM CIO and VP of Business Transformation; BS in Mechanical Engineering from Cal Poly San Luis Obispo. Appointed Lead Independent Director effective immediately before the Oct 7, 2025 Annual Meeting; serves as Chair of the Corporate Governance Committee and sits on the Human Capital Management and Science, Technology & Sustainability Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lenovo | President & CEO | Prior to CRS tenure (retired) | CEO experience; international operations |
| IBM | CIO; VP Business Transformation; GM Personal Systems Group; GM Global Industrial Sector; assistant to IBM Chairman | 26-year IBM career | Digital transformation; strategy; global operations |
| IBM ThinkPad | General Manager | Part of IBM career | Product and services innovation |
External Roles
| Organization | Role | Start | Committee roles |
|---|---|---|---|
| C3.ai | Director; Compensation Committee Chair; founding team member | Ongoing | Compensation Committee Chair |
| Sprinklr, Inc. | Director | January 2025 | Board member |
| Prior boards | Lenovo; E‑Ink; E2open (co‑founder); QDVision; KLX Aerospace; KLXE Energy; Molekule; Vonage Holdings | Various (prior) | Director roles (no current service at these as of 2025 proxy) |
Board Governance
- Independence: Ward qualifies as independent; 11 of 12 directors are independent (CEO is the sole non‑independent) .
- Committee assignments: Chair – Corporate Governance; Member – Human Capital Management; Member – Science, Technology & Sustainability .
- Lead Independent Director: Appointed effective immediately before Oct 7, 2025; responsibilities include calling executive sessions, chairing independent director meetings, reviewing agendas, retaining outside advisors for independent directors, and frequent engagement with the Chair/CEO .
- Attendance: FY2025 directors attended all Board meetings and 99% of Committee meetings; average director attendance 99%; Ward met at least the 75% threshold (company statement applies to each director). FY2024 directors attended all Board and Committee meetings; average director attendance 100% .
- Meetings held FY2025: Board 5; Audit/Finance 10; Corporate Governance 5; Human Capital Management 6; Science, Technology & Sustainability 5; Strategy 5; Exec sessions 5 .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual retainer (cash portion captured in Fees Earned) ($) | 85,000 | 89,375 |
| Committee chair fees (included in Fees Earned) ($) | Corporate Governance Chair: 12,500 policy-level (table element) | Corporate Governance/Strategy/STS chair policy-level: 15,000 (Ward chairs Corporate Governance) |
| Fees Earned or Paid in Cash (total) ($) | 85,000 | 89,375 |
Policy references:
- Annual retainer: Board members $150,000 (50% cash / 50% stock units); Board Chair $220,000 .
- Committee chair retainers: Audit $25,000; Human Capital $17,500; Corporate Governance/Strategy/STS $15,000 in 2025 (Corporate Governance was $12,500 in 2024) .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Stock awards (grant-date fair value) ($) | 135,064 (stock units; vest at 1 year unless >50% retainer elected, excess fully vested) | 135,075 (stock units; same vesting conditions) |
| Option awards (grant-date fair value) ($) | 35,014 (1,028 options typical for directors in Oct 2023) | 35,075 (438 options typical for directors in Oct 2024) |
| Change in NQDC earnings ($) | 2,000 (above-market definition per plan) | 1,681 (above-market definition per plan) |
| All Other Compensation ($) | 59,126 (includes dividend equivalents on stock units) | 60,696 (includes dividend equivalents on stock units) |
| Total ($) | 316,204 | 321,902 |
Equity grant mechanics and vesting:
- Initial grant: up to 4,000 options upon joining the Board .
- Annual grants: options + non‑retainer stock units sized so combined fair value up to $90,000; vest in full on first anniversary; options have 10‑year terms .
- Grant sizing references for FY2025: Directors credited 837 stock units (excluding Chair exceptions) on Oct 8, 2024; directors received 438 options; FY2024: 1,912 stock units on Oct 10, 2023; 1,028 options (Chair different) .
- Dividend equivalents: credited on stock units and reinvested; no dividend equivalents on options .
- Deferrals: Directors may defer cash (Director Cash Deferral Plan) or stock units (Director Stock Plan) to separation/specified date; above‑market interest credited per plan definition .
Other Directorships & Interlocks
| Company | Sector | Role | Committee/Notes | Potential interlock/conflict assessment |
|---|---|---|---|---|
| C3.ai | Enterprise AI software | Director; Compensation Committee Chair; founding team member | Compensation Committee Chair | Not a CRS supplier/customer; low direct conflict; time commitment noted due to chair role |
| Sprinklr, Inc. | Customer Experience Management software | Director | Joined Jan 2025 | No direct CRS commercial tie disclosed; low direct conflict |
- Prior board service includes Lenovo, E‑Ink, E2open (co‑founder), QDVision, KLX Aerospace, KLXE Energy, Molekule, Vonage Holdings (no current service as of 2025 proxy) .
Expertise & Qualifications
- CEO and CIO experience; digital transformation and cybersecurity; global operations; innovation in product/services; financial experience .
- Brings perspectives on management, strategic planning, capital allocation, and international growth .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Shares beneficially owned | 49,128 | 49,490 |
| Director stock units (deferred units balance) | 75,315 | 76,475 |
| Shares and units beneficially owned (sum) | 124,443 | 125,965 |
| Options exercisable within 60 days | 27,507 | 26,090 |
| Shared voting/investment power (shares) | 21,528 | 23,400 |
| % of outstanding shares | 0.1% | 0.1% |
Ownership alignment and policies:
- Director stock ownership guideline: at least six times 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 guideline .
- Hedging/pledging prohibition applies to NEOs; no option repricing without shareholder approval; similar equity governance rigor evidenced for directors’ plan terms (no dividend equivalents on options; vesting rules) .
Governance Assessment
- Strengths: Long tenure (since 2001) with independent status; now Lead Independent Director, enhancing board oversight and independence at a time when Chair and CEO roles are combined; robust committee leadership (Corporate Governance Chair) and broad technology/operations expertise relevant to CRS’s strategy . High board/committee attendance levels signal engagement (FY2025 directors: 100% Board attendance and 99% committees; FY2024: 100% for all) .
- Alignment: Material personal equity exposure via stock units and options; compliance with stringent ownership guideline; director pay mix balanced between cash and equity; dividend equivalents reinvested, reinforcing long-term alignment .
- Shareholder signals: Strong say‑on‑pay support (~99% in 2024; 98–99% in 2022–2023), indicating broad investor confidence in governance and compensation practices .
- Conflict checks: No related party transactions disclosed in FY2025 and FY2024; Human Capital Management Committee members (including Ward) had no insider participation/interlocks requiring disclosure; low apparent conflicts from external boards (C3.ai, Sprinklr) with CRS’s specialty materials business .
- RED FLAGS: Above‑market interest credited on deferred director cash (small dollar amounts for Ward); Chair/CEO role combination offset by the Lead Independent Director structure; monitor aggregate time commitments across external boards and LID duties .