Tony Thene
CARPENTER TECHNOLOGYAbout Tony Thene
Tony R. Thene is Chairman and Chief Executive Officer of Carpenter Technology, appointed CEO in July 2015 and elected Chairman effective October 7, 2025; he has served on the Board since 2015 and sits on the Strategy Committee . He holds a B.S. in Accounting from Indiana State University and an MBA from Case Western Reserve University; prior roles include CFO of Alcoa’s Engineered Products and Solutions and multiple senior finance/operating posts across a 23‑year Alcoa career . Under his leadership, CRS delivered record FY25 adjusted operating income, free cash flow and EPS; the 2023–2025 PSU cycle paid at 200% with a TSR modifier reflecting 100th percentile TSR versus the Russell peer group, indicating strong shareholder alignment . Say‑on‑pay support averaged ~99% (2022–2024), and the board reports robust governance practices including stock ownership and clawback policies .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carpenter Technology | President & CEO; Director; Strategy Committee | 2015–present | Led transformation to solutions-focused specialty materials; record FY25 operating income and FCF; set FY27 operating income target of $765–$800M . |
| Carpenter Technology | SVP & CFO | 2013–2015 | Finance leadership preceding CEO role . |
| Alcoa, Inc. | CFO, Engineered Products & Solutions; VP, Controller & CAO; CFO (multiple divisions); Director IR; manufacturing manager | ~1987–2010 | Broad finance/operations leadership across multiple businesses, underpinning operational and capital discipline at CRS . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mativ Holdings (public) | Director | 2022–May 2024 | Post‑merger of SWM and Neenah; ended service May 2024 . |
| Neenah, Inc. (public) | Director | 2018–2022 | Board service prior to Mativ merger . |
| Furman University | Trustee | N/A | Non‑profit board service . |
Fixed Compensation
| Component | FY2025 | FY2024 | FY2023 |
|---|---|---|---|
| Base salary ($) | 1,020,192 | 996,154 | 970,898 |
| All other compensation ($) | 198,198 | 209,871 | 154,693 |
| All other compensation detail (FY2025): perqs, insurance, retirement/401(k), dividend equivalents ($) | 10,000; 49,707; 61,779; 76,712 | — | — |
- FY25 CEO base salary was increased 2.5% based on market data; target annual bonus maintained at 115% of base salary .
Performance Compensation
| Component | FY2025 | FY2024 | FY2023 |
|---|---|---|---|
| Stock awards ($) | 4,500,080 | 4,000,077 | 3,785,070 |
| Non‑equity incentive (annual bonus) ($) | 2,698,408 | 2,117,272 | 1,522,136 |
| Total compensation ($) | 8,416,878 | 7,323,374 | 6,432,797 |
Annual Incentive (EIBCP) – Metrics, Targets, and FY2025 Payout
| Metric | Weighting | Target setting approach | FY2025 payout result |
|---|---|---|---|
| Adjusted Operating Income | Financial metric (part of weighted portfolio) | Annual operating plan; maximum opportunity increased to 250% for financial metrics in FY25 | Maximum attainment; overall plan paid 230% of target |
| Adjusted Free Cash Flow | Financial metric | As above | Maximum attainment; supports 230% aggregate |
| Safety (Hand/Ergo actions; TCIR modifier) | Non‑financial | FY25 safety metric enhanced with TCIR modifier | Below target; blended to 230% total attainment |
- FY2025 estimated plan‑based award opportunity for Thene: Threshold/Target/Max $586,611 / $1,173,221 / $2,874,391; actual paid $2,698,408 (≈230% of target) .
Long‑Term Incentives (LTI) – Structure, Metrics, and FY2025 Grants
| LTI vehicle | Weight of LTI | Performance period & vesting | Metrics/Modifiers | FY2025 target grant value (Thene) |
|---|---|---|---|---|
| Time‑based RSUs | 50% | Vests 1/3 annually over 3 years | N/A | $2,250,000 |
| Performance‑based RSUs (Adjusted ROIC) | 22.5% | 3‑yr period; payout 0–200%; TSR ±20% modifier; vest at end if earned | Adjusted ROIC | $1,012,500 |
| Performance‑based RSUs (Adjusted EBITDA) | 22.5% | As above | Adjusted EBITDA | $1,012,500 |
| Performance‑based RSUs (Sustainability) | 5% | As above | CO2 reduction; sustainability goals | $225,000 |
FY2025 grants (8/15/2024): time‑based RSUs 15,683 units ($2,250,040), PSU target 15,683 units ($2,250,040), PSU max 31,366 units; EIBCP target $1,173,221 .
Performance‑based RSU results (FY2023–2025 cycle): weighted attainment 191% pre‑TSR; TSR at 100th percentile added +9% to cap at 200% payout; adjusted ROIC and adjusted EBITDA each averaged ~200% attainment; sustainability averaged 120% .
Clawbacks and risk: CRS maintains executive clawback policies compliant with SEC/NYSE; independent consultant reviewed risk and found program not likely to have a materially adverse effect; no option repricing; no dividend equivalents on unearned RSUs .
Equity Ownership & Alignment
| As of record date | Shares owned | Employee RSUs | Director units | Total shares/units | % of outstanding | Options exercisable w/in 60 days |
|---|---|---|---|---|---|---|
| Aug 8, 2025 | 501,267 (incl. 5,500 shared) | 55,539 | 0 | 556,806 | 1.0% (out of 49,850,095) | 0 |
| Aug 8, 2024 | 525,825 (incl. 5,500 shared) | 83,560 | 0 | 609,385 | 1.0% (out of 49,947,498) | 135,080 |
- Ownership guidelines: CEO must hold 5x base salary in CRS equity; all NEOs compliant or on track; hedging and pledging prohibited for executives and directors .
- Insider trading practices: pre‑clearance, trading windows, and Rule 10b5‑1 plan requirements; policy filed as 10‑K exhibit .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment contracts | CRS does not provide employment contracts to NEOs . |
| Severance (no change in control) | CEO: 18 months base salary, prorated bonus, 18 months benefits, 12 months outplacement (amounts modeled for Thene total $1,583,690 incl. benefits/outplacement) . |
| Change‑in‑Control (double‑trigger) | Requires CIC plus qualifying termination; CEO: lump sum 3x base + 1x target bonus; 36 months benefits; outplacement; no excise gross‑ups (best‑net cutback) . |
| Modeled CIC totals (Thene) | $33,528,144 including equity accelerations and severance; modeled at $276.38/share as of 6/30/2025 . |
| Deferred compensation | NQDCP permits deferral up to 35% base and 100% cash incentive; fully vested in deferrals; also restores qualified plan limits . |
| Pension | General Retirement Plan closed/frozen; does not apply to Thene; pensions not a significant comp element . |
| Clawbacks | Two clawback policies covering cash and equity; executive policy compliant with SEC/NYSE . |
| Non‑compete/Non‑solicit | Not disclosed in reviewed excerpts; severance plan governs termination scenarios . |
Board Governance
- Dual role: Thene appointed Chairman and continues as CEO effective Oct 7, 2025; Board concurrently designated Stephen M. Ward, Jr. as Lead Independent Director to preserve independent oversight .
- Independence and attendance: 11 of 12 directors are independent; directors attended all Board meetings and 99% of committee meetings in FY2025 .
- Committee service: Thene serves on Strategy Committee; Human Capital Management Committee (Compensation) is fully independent (Chair Ligocki; members Acoff, Beck, Karol, Ward) .
- Director ownership policy: non‑employee directors must hold 6x annual cash retainer; director equity vests per policy; CIC accelerates director equity .
Director Compensation (for non‑employee directors)
- Overview: Annual cash retainer with optional equity election; stock units/options vesting as described; dividends credited as additional units; deferral available; Tony Thene, as an employee director, does not receive non‑employee director compensation .
Compensation Structure Analysis
- Mix and targeting: CEO total direct compensation targeted at market median; in FY25 the Committee raised CEO LTI by 12.5% and base salary by 2.5%, keeping target bonus at 115% of salary; variable incentives constitute 51% of CEO target mix .
- Annual incentive rigor: FY25 increased maximum financial attainment to 250% (weighted max 245% overall) to “pull ahead” of the multi‑year plan; actual FY25 payout at 230% tied to operating income and FCF over‑achievement while safety fell below target .
- PSU calibration: Since FY21, PSU performance measured one year at a time and averaged over three years, with a TSR ±20% modifier; FY23–25 cycle paid 200% with TSR at 100th percentile .
- Governance safeguards: Double‑trigger CIC; no excise gross‑ups; no option repricing; no dividends on unearned RSUs; hedging/pledging prohibited; robust clawbacks; strong say‑on‑pay support (~99%) .
Multi‑Year Company Performance (context for pay-for-performance)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenues ($) | 1,475,600,000 | 1,836,300,000 | 2,550,300,000 | 2,759,700,000 | 2,877,100,000 |
| EBITDA ($) | 5,200,000* | 93,700,000* | 237,800,000* | 458,000,000* | 632,300,000* |
Values marked with * retrieved from S&P Global.
- FY25 narrative highlights: Net sales +4% YoY; adjusted operating income +48%; adjusted free cash flow +61%; adjusted diluted EPS +58% YoY, underscoring strong operating leverage and cash generation .
Equity Grant and Vesting Detail (FY2025 grants)
| Grant date | Vehicle | Units (target/max) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| 8/15/2024 | Time‑based RSUs | 15,683 | 2,250,040 | 1/3 annually over 3 years, subject to service |
| 8/15/2024 | Performance‑based RSUs (ROIC/EBITDA/Sustainability) | 15,683 / 31,366 | 2,250,040 | 3‑yr performance period (FY25–FY27); 0–200% payout; TSR ±20% modifier . |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~99% (2024); 98% (2023); 99% (2022); Committee made few changes to FY25 program given strong support and ongoing engagement .
- Comparator group: Includes ATI, Valmont, Cabot, Woodward, Curtiss‑Wright, Kaiser Aluminum, Hexcel, Materion, etc.; TDC targeted near market median .
Risk Indicators & Red Flags (observed)
- Mitigants: Double‑trigger CIC; no excise gross‑ups; hedging/pledging prohibited; clawbacks; ownership guidelines; independent comp consultant risk reviews .
- Governance of dual role: Combined Chair/CEO offset by a Lead Independent Director and high proportion of independent directors; continued stockholder outreach .
Investment Implications
- Strong pay-performance alignment: Elevated FY25 variable payouts (230% annual, 200% PSUs) mapped to robust operating and cash flow results and 100th percentile TSR for the PSU cycle; continued heavy use of performance equity should sustain alignment but raises vesting‑related supply as awards settle over FY26–FY27 .
- Retention and succession: Ownership guidelines (5x salary), prohibited pledging/hedging, and sizable unvested equity build retention stickiness; Board’s designation of a Lead Independent Director alongside Thene’s Chair role helps governance continuity amid leadership changes (e.g., promotion of Malloy to President/COO) .
- Change‑in‑control economics: CEO CIC multiple (3x base + 1x target bonus) and modeled equity acceleration create a meaningful golden parachute; structure is double‑trigger without gross‑ups, limiting shareholder downside while acknowledging retention needs in strategic scenarios .
- Trading signals: Prohibition on pledging/hedging and pre‑clearance windows reduce opportunistic selling; near‑term selling pressure may stem from scheduled RSU vesting and any 10b5‑1 activity rather than discretionary sales; FY25 grants (~31.4k PSU max, 15.7k time‑based) set known future supply paths .