Timothy Lain
CARPENTER TECHNOLOGYAbout Timothy Lain
Senior Vice President and Chief Financial Officer at Carpenter Technology (CRS). Age 53; CFO since August 11, 2020; joined CRS in 2007 after serving as Audit Director at McGladrey & Pullen LLP . As CFO and SOX certifying officer, he signs the company’s 10-K certifications and oversees disclosure controls and ICFR . Company performance during his tenure has accelerated: FY2025 net sales were ~$2.9B (+4% YoY), adjusted operating income reached $525M, adjusted EBITDA used for PSU metrics was $674M, and cumulative TSR for a $100 investment reached $1,249 with CRS at the 100th percentile versus the Russell peer index in the FY2023–FY2025 PSU cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carpenter Technology | Senior Vice President & CFO | Aug 2020–present | SOX certifying officer; responsible for disclosure controls and ICFR |
| Carpenter Technology | Vice President & CFO | Sep 2018–Aug 2020 | Led finance function prior to SVP promotion |
| Carpenter Technology | Vice President–Controller & Chief Accounting Officer | Jun 2013–Sep 2018 | Oversight of financial reporting and accounting |
| Carpenter Technology | Various finance roles | Jun 2007–Jun 2013 | Progressively senior finance responsibilities |
| McGladrey & Pullen LLP | Audit Director | Prior to 2007 | External audit leadership |
External Roles
- No public company directorships disclosed for Lain in CRS filings. Skipped if not disclosed.
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $509,320 | $528,495 | $547,958 |
| Stock Awards ($) | $850,000 | $1,050,035 | $1,150,056 |
| Non-Equity Incentive Plan (Annual Bonus) ($) | $520,820 | $732,196 | $1,008,243 |
| Change in Pension Value ($) | $0 | $4,871 | $21,338 |
| All Other Compensation ($) | $65,964 | $77,560 | $92,923 |
| Total ($) | $1,946,104 | $2,393,157 | $2,820,517 |
FY2025 “All Other Compensation” breakdown:
| Component | Amount ($) |
|---|---|
| Perquisites & Other Personal Benefits | $5,339 |
| Insurance Premiums | $24,756 |
| Company Contributions to Retirement and 401(k) | $44,273 |
| Dividend Equivalents on Time-Based RSUs | $18,555 |
| Total | $92,923 |
Performance Compensation
Annual cash incentive (EIBCP) – FY2025:
- Metrics: Adjusted Operating Income, Adjusted Free Cash Flow, Safety (Hand/Ergonomics + TCIR modifier) .
- Overall attainment: 230% of target (max 250% for financial metrics) .
- Lain’s target bonus opportunity: $438,366 (threshold $219,183; max $1,073,997) on grant date 08/15/24; equals 80% of FY2025 base salary ($438,366 ÷ $547,958 ≈ 80%) .
Long-term incentives (Omnibus Plan) – FY2025 target LTI mix and values:
- Total LTI: $1,150,000; PSUs: Adjusted ROIC 22.5% ($258,750), Adjusted EBITDA 22.5% ($258,750), Sustainability 5% ($57,500); Time-Based RSUs 50% ($575,000) .
FY2023–FY2025 PSU cycle attainment:
- Weighted metrics and results: Adjusted ROIC (45%) – 200% in each year; Adjusted EBITDA (45%) – 193% (FY23), 200% (FY24), 200% (FY25); Sustainability (10%) – 100% (FY23), 200% (FY24), 60% (FY25); Overall before TSR: 191%; TSR modifier: +9% (CRS at 100th percentile vs Russell peer group); Overall capped at 200% .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Shares beneficially owned | 96,669 |
| Employee RSUs (unvested units) | 13,829 |
| PSUs (unearned) outstanding | 26,092; market/payout value $7,211,307 (based on $276.38 close) |
| Total shares and units beneficially owned | 110,498 |
| Ownership as % of shares outstanding | 0.2% |
| Options (exercisable/unexercisable) | None |
| Pledging/Hedging | Prohibited for NEOs and directors; no pledging allowed |
| Stock ownership guidelines | Senior Vice Presidents: 3× base salary; five-year phase-in; all NEOs in compliance or on track as of 6/30/25 |
Outstanding equity and vesting schedules (as of 6/30/25):
- Time-Based RSUs (Lain): 3,796 granted 08/15/22, vests 08/15/25; 3,013 granted 08/15/23, vests 08/15/25; 3,012 granted 08/15/23, vests 08/15/26; 1,336 granted 08/15/24, vests 08/15/25; 1,336 vests 08/15/26; 1,336 vests 08/15/27 .
- Market value basis: $276.38 closing price on 6/30/25 .
- Watch dates for potential vesting-related liquidity events: annual 8/15 time-based RSU tranches .
Employment Terms
Executive Severance Plan (no Change-in-Control):
- Benefits for Senior/Corporate Vice Presidents: 12 months base salary; prorated annual bonus; 12 months medical/prescription coverage; 12 months outplacement .
- Lain specific illustrative benefits at 6/30/25: Base salary $551,843; benefits continuation $28,372; outplacement $20,000; total $600,215 (paid in lump sum to the extent subject to 409A) .
Change-in-Control Severance Plan (double-trigger; two-year window post-CiC):
- Senior/Corporate Vice Presidents: lump sum 2× base salary + 1× target annual bonus; 24 months benefits (interest on 25% of lump sum at AFR); 12 months outplacement; legal fee reimbursement; no excise tax gross-ups; best-net cutback applies .
- Lain specific illustrative benefits at 6/30/25: Base salary + bonus $1,545,160; benefits $59,380; outplacement $20,000; total $1,624,540 .
- Definitions of “Cause,” “Good Reason,” and “Change in Control” summarized in proxy (Omnibus and severance plans) .
Clawbacks and policies:
- Two clawback policies (executive-focused and broader policy) covering cash and equity incentives; compliant with SEC/NYSE rules .
- No employment contracts for NEOs; no excise tax gross-ups; no dividend equivalents on unearned RSUs; no option repricing .
Performance & Track Record
Key financials during FY2023–FY2025:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Income ($MM) | $56 | $187 | $376 |
| Adjusted Operating Income ($MM) | $133 | $354 | $525 |
| Adjusted EBITDA ($MM, PSU metric) | $274 | $498 | $674 |
Context and alignment signals:
- FY2025 YoY improvements: Net sales +4%; Adjusted Operating Income +48%; Adjusted Free Cash Flow +61%; Adjusted Diluted EPS +58% .
- PSU TSR modifier achieved +9% with CRS at 100th percentile vs Russell peer group for FY2023–FY2025 cycle; payout capped at 200% .
- FY2025 net sales ~$2.9B and Investor Update raised FY2027 operating income target to $765–$800M .
Say-on-Pay & Shareholder Feedback
- Advisory say-on-pay approvals: 99% (2024), 98% (2023), 99% (2022); three-year average ~99% support .
- Compensation governance highlights: independent consultants (Korn Ferry for committee; Willis Towers Watson for management support), market-median targeting with heavy performance-at-risk mix; double-trigger CiC; strict ownership and hedging/pledging prohibitions .
Compensation Peer Group (Benchmarking)
Comparator Group (15 public companies used to benchmark NEO compensation; median revenue $2,064M vs CRS $2,877M):
- Allegheny Technologies, Valmont Industries, Cabot, Woodward, Curtiss-Wright, Kaiser Aluminum, Century Aluminum, Minerals Technologies, Kennametal, Hexcel, SunCoke Energy, Quaker Chemical, Materion, Barnes Group, Triumph Group .
Investment Implications
- Alignment: Pay mix emphasizes performance equity (PSUs with ROIC/EBITDA/Sustainability + TSR modifier) and material time-based RSUs; stock ownership guidelines at 3× salary and no hedging/pledging promote long-term alignment .
- Retention: Multi-year vesting cadence with significant unearned PSUs (26,092 units) plus scheduled time-based RSU tranches suggests strong retention hooks; monitor annual 8/15 vest dates for potential liquidity-related activity .
- Pay-for-performance: FY2025 EIBCP paid out at 230% of target on record operating income and free cash flow, and PSU cycle paid at the 200% cap with 100th percentile TSR—credible linkage between incentives and outcomes .
- Change-in-control economics: Double-trigger protections with 2× salary + 1× target bonus for SVP tier limit windfalls and reduce governance risk; no excise tax gross-ups .
- Governance signals: Strong say-on-pay support (~99%), robust clawbacks, and independent consultant oversight reduce compensation risk; potential trading signal windows coincide with vesting dates but insider trading is restricted by policy and pre-clearance requirements .
Note: All data sourced from CRS 2025 DEF 14A and FY2025 10-K filings.