Viola Acoff
CARPENTER TECHNOLOGYAbout Viola L. Acoff
Dean of the School of Engineering and Professor of Mechanical Engineering at the University of Mississippi since July 2023; previously Associate Dean for Undergraduate and Graduate Programs and Professor of Metallurgical Engineering at The University of Alabama for nearly 30 years. Age 58; independent director at Carpenter Technology (CRS) since 2019 with core credentials in additive manufacturing, advanced materials, welding metallurgy, physical metallurgy, and materials characterization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The University of Alabama | Associate Dean, Undergraduate & Graduate Programs; Professor of Metallurgical Engineering | 2014–June 2023 (faculty ~30 years) | Led academic programs; deep materials science expertise supporting board oversight of technology strategy |
| The University of Mississippi | Dean, School of Engineering; Professor of Mechanical Engineering | July 2023–present | Leadership in engineering education; informs board’s Science, Technology & Sustainability agenda |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Minerals, Metals & Materials Society (TMS) | Vice President (2025); President (2026); Director | 2025–2026; current Board member | Industry leadership; information flow on cutting-edge materials trends |
| Four Little Girls Memorial Fund | Board of Trustees | Current | Community engagement |
| Public company boards | None | N/A | No interlocks; reduces conflict risk |
Board Governance
- Independence: All non-employee directors (including Acoff) qualify as independent under SEC/NYSE; only CEO is non-independent .
- Committees: Co-Chair, Science, Technology & Sustainability; Member, Corporate Governance; Member, Human Capital Management .
- Attendance: Directors attended all Board meetings and 99% of Committee meetings in FY2025; average director attendance 99% across 36 total meetings .
- Lead Independent Director: Steven M. Ward, Jr. (effective immediately before the 2025 Annual Meeting) .
- Executive Sessions: Independent directors met in executive session 5 times in FY2025 .
Fixed Compensation
Program structure for non-employee directors (Board Year 2025): Cash/Stock-unit annual retainer $150,000; Committee chair retainers—Audit/Finance $25,000; Human Capital $17,500; Corporate Governance, Strategy, Science/Technology/Sustainability $15,000; Annual stock options $35,000; Non-retainer stock units $60,000; Board Chair retainer $220,000; Board Chair options $60,000; Board Chair non-retainer stock units $110,000 .
Acoff annual director pay (CRS):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $86,875 | $90,000 |
| Stock Awards ($) | $135,064 | $135,075 |
| Option Awards ($) | $35,014 | $35,075 |
| All Other Compensation ($) | $15,304 | $16,528 |
| Total ($) | $272,257 | $276,678 |
Additional mechanics:
- Director cash/committee chair fees can be deferred in cash or into stock units; cash deferrals accrue interest at the Five-Year Medium-Term Note Borrowing Rate and can be paid in up to 15 annual installments .
- Director stock ownership policy: minimum equity equal to 6x annual cash retainer; five-year phase-in; as of June 30, 2025 all current non-employee directors satisfy or are on track .
Performance Compensation
Director equity grants and vesting:
| Item | Detail |
|---|---|
| Annual stock units (grant date) | 837 units on Oct 8, 2024; grant-date FV $135,075; retainer portion $75,042; non-retainer portion $60,033 |
| Annual stock options (grant date) | 438 options on Oct 8, 2024; grant-date FV $35,075 |
| Vesting | Annual stock options and stock units vest in full on first anniversary; initial option grants vest in four annual tranches; accelerated vesting on Change in Control, Death, or Disability; excess retainer stock units (>50%) are fully vested at grant |
Executive incentive framework overseen by Human Capital Management Committee (Acoff member):
| Metric | FY2024 Weight | FY2025 Notes |
|---|---|---|
| Operating/Adjusted Operating Income | 60% | Increased emphasis; maximum attainment raised to 250% for financial metrics |
| Adjusted Free Cash Flow | 30% | Maximum attainment 250% |
| Safety | 10% | TCIR modifier added in FY2025 |
| FY Attainment (overall) | 185% (FY2024) | 230% (FY2025) |
Three-year performance RSUs (FY2023–FY2025 cycle) payout calibration:
| Metric | FY23 Attainment | FY24 Attainment | FY25 Attainment | Pre-TSR Overall | TSR Modifier | Final Overall |
|---|---|---|---|---|---|---|
| Adjusted ROIC (45% weight) | 200% | 200% | 200% | 191% | +9% (TSR at 100th percentile) | 200% (cap) |
| Adjusted EBITDA (45% weight) | 193% | 200% | 200% | |||
| Sustainability (10% weight) | 100% | 200% | 60% |
Note: These executive metrics reflect pay-for-performance rigor that Acoff helps oversee via Human Capital Management Committee membership .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | Public | None | No public interlocks; reduces conflict risk |
| TMS | Non-profit/professional society | VP (2025), President (2026), Director | Industry leadership; no disclosed CRS transactions |
| Four Little Girls Memorial Fund | Non-profit | Trustee | No disclosed CRS transactions |
Expertise & Qualifications
- Innovation, R&D, and IP: Extensive credentials in additive manufacturing, advanced materials, welding and physical metallurgy, materials characterization .
- Technology governance: Co-Chair of Science, Technology & Sustainability Committee; contributes to oversight of technology developments and ESG environmental aspects .
- Governance: Member of Corporate Governance Committee; involved in succession, board evaluation, and ESG program leadership .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned | 15,080 |
| Director stock units (deferred) | 21,129 |
| Options exercisable within 60 days | 15,080 |
| Total shares and units beneficially owned | 36,209 |
| Ownership as % of shares outstanding | 0.0% (rounded) |
| Outstanding options credited (as of June 30, 2025) | 15,518 |
| Pledged/hedged shares | None disclosed; company policy prohibits hedging/pledging by NEOs; no director pledging disclosed |
Governance Assessment
- Board effectiveness: Strong engagement (99% average attendance; comprehensive committee coverage); Acoff’s co-chair role in Science/Technology indicates meaningful oversight of key strategic drivers (materials science, sustainability) .
- Independence and conflicts: Independent status; no related-party transactions disclosed in FY2025; no public company interlocks; low conflict risk profile .
- Compensation alignment: Director pay balanced between cash and equity; robust ownership guidelines (6x cash retainer) support alignment; equity awards have standard vesting and double-trigger-like CIC treatment for directors (accelerated vesting), which is common and not shareholder-unfriendly in director context .
- Investor confidence signals: Say-on-pay support remains very high—~99% in 2024; 8-K shows 43,630,676 For vs. 591,222 Against at the Oct 7, 2024 meeting. Acoff’s prior director election (2019) had strong support (41,541,265 For; 484,636 Withheld); 2022 cycle also showed 39,257,843 For; 1,791,311 Withheld, consistent with high shareholder support .
- Red flags: None observed—no related-party transactions; attendance strong; no hedging/pledging disclosed; no option repricing in programs; compensation committee comprised entirely of independent directors .
Implications: Acoff’s deep technical expertise and leadership in materials science provide credible oversight of CRS’s technology and sustainability strategy, supporting investor confidence. Governance practices (independence, attendance, ownership rules) and strong say-on-pay outcomes reinforce alignment; absence of conflicts reduces governance risk .