Carpenter Technology : Notice of 2023 Annual Meeting and Proxy Statement

NOTICE OF

2023

Annual Meeting and

Proxy Statement

AEROSPACE & DEFENSE	ENERGY	INDUSTRIAL & CONSUMER	MEDICAL	TRANSPORTATION

C a r p e nte rTe c h n o l o g y. c o m

CARPENTER TECHNOLOGY STRATEGY

Distinctive product and process capabilities

Our driving force is to leverage our core technical strength in engineered materials and process capabilities to solve our customers' current and anticipated challenges.

We will grow in market segments where we can provide differentiated and value-added solutions to complex problems. We will solidify our position as the industry leader by being the preferred solutions provider and providing our customers a competitive advantage.

Areas of excellence

• Translate customer needs into solutions quickly

• Develop proprietary and breakthrough products

Technology

development

• Respond quickly to customer technical questions

Operational excellence

Strategic

marketing

• Prioritize safety, systematic thinking,

and problem solving

• Identify and eliminate waste

• Establish and maintain process excellence
• Demonstrate market knowledge and support

growth	• Support the go-to-market approach and
• Think, act, and execute in a future outcome	advantage
manner

• Acquire and develop talent on an ongoing basis

• Anticipate the requirements of a shifting workforce

Talent

engagement

• Create compelling careers with competitive rewards

2

September 15, 2023

Dear Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Carpenter Technology Corporation to be held on October 10, 2023, at 11:00 a.m. Eastern Daylight Time. This year's Annual Meeting will again be completely virtual. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/CRS2023. Details regarding admission to the meeting and the business to be conducted are provided in the accompanying Notice of Annual Meeting and Proxy Statement.

Fiscal year 2023 was a year of increasing momentum for Carpenter Technology marked by a significant increase in market demand as the Aerospace supply chain emerged from the pandemic. In order to meet the accelerating demand, we focused on increased productivity, improved product mix, and the realization of higher sales prices. More than a year ago, we set the goal to return to pre-pandemic, fiscal year 2019 profitability on a run-rate basis by the end of fiscal year 2023. Not only did we achieve that goal in the fourth quarter of fiscal year 2023, but we exceeded it. This was an important milestone in the recovery from the COVID-19 pandemic, marking a waypoint on our growth trajectory goal of doubling our fiscal year 2019 operating income by fiscal year 2027.

Some highlights from the fiscal year include:

• The safety of our employees has and will continue to be our top priority. Our fiscal year 2023 total case incident rate (TCIR) of 1.7 was higher than our fiscal year 2022 rate of 1.0, but continues to be significantly below industry averages. Our ultimate goal continues to be a zero-injury workplace, and we remain focused on instilling a safety culture, mindset and focus.
• The execution of our solutions-focused commercial approach continues to drive backlog to record levels in a strengthening demand environment in each of our end-use markets, particularly in the Aerospace and Defense and Medical end-use markets.
• Our SAO business accelerated productivity improvements and capacity optimization for improving product mix, resulting in significant increases in operating income and margin during fiscal year 2023.
• We maintained a healthy liquidity position, providing us with sufficient capacity to fund our cash needs over the foreseeable future.
• We realized price gains through contract negotiations with customers across end-use markets and increased base prices on transactional business multiple times over the course of the fiscal year.
• We continued to advance our ESG-related strategy and activities that are aligned with our overall business strategy, including implementing for the first time an ESG-based metric as a component of our long-term compensation elements for executives and senior leaders.
• We demonstrated our continued commitment to provide direct returns to our stockholders as fiscal year 2023 marks our 116th straight year of uninterrupted dividend payments.

As we enter fiscal year 2024, we seek to further capitalize on the momentum and results we delivered in fiscal year 2023. We will continue to execute our strategy to be the preferred solutions provider in specialty materials with an ultimate goal of zero injuries, unquestionable quality, close customer connections, innovative growth, creative technology and engaged talent.

Thank you for your continued support and confidence in Carpenter Technology. I hope you can join us at the Annual Meeting.

Sincerely,

Tony R. Thene

President & Chief Executive Officer

Notice of Annual Meeting

of Stockholders

The 2023 Annual Meeting of Stockholders of Carpenter Technology Corporation will be held in a virtual meeting format only, via live webcast. We believe that holding the Annual Meeting virtually will allow us to increase stockholder accessibility and to broaden participation.

Only stockholders who were record owners of our common stock at the close of business on August 11, 2023, may vote at the meeting. A list of those stockholders will be available during the meeting on the internet at www.virtualshareholdermeeting.com/ CRS2023. Carpenter Technology's Board of Directors solicits this proxy.

As used throughout this Proxy Statement, unless the context requires otherwise, the terms "Carpenter Technology," "Company," "Registrant," "we" and "our" refer to Carpenter Technology Corporation and "Board" or "Board of Directors" refer to Carpenter Technology's Board of Directors.

Carpenter Technology Corporation will hold its 2023 Annual Meeting of Stockholders virtually via live webcast at www.virtualshareholdermeeting.com

/CRS2023 on Tuesday, October 10,

2023, at 11:00 a.m. EDT. We will vote on the following matters:

1. The election of four directors to three-year terms expiring in 2026;

How to Vote:

It is important that you vote your shares. We encourage you to take advantage of the easy and cost-effective internet and telephone voting that Carpenter Technology offers.

			Internet:				Mail:
			Visit the website listed on your				Complete and sign the proxy card
			proxy card. You will need the				and return it in the enclosed
			control number that appears on				postage pre-paid envelope.
			your proxy card when you access
			the web page.

2.	Ratification of the appointment of
	PricewaterhouseCoopers LLP as
	Carpenter Technology's
	independent registered public
	accounting firm for fiscal year
	2024;
3.	Approval of our named executive
	officers' compensation, in an
	advisory vote;
4.	An advisory vote on the frequency
	of future votes on executive
	compensation; and

Telephone:

If your shares are held in the name of a broker, bank, or other nominee: Follow the telephone voting instructions, if any, provided on your proxy card.

If your shares are registered in your name: Call 1-800-690-6903and follow the telephone voting instructions. You will need the control number that appears on your proxy card when you call.

At the Meeting:

You may attend the Annual Meeting virtually and vote during the live webcast at www.virtualshareholdermeeting.com /CRS2023.

5. Any other business that is

properly presented at the

meeting.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on October 10, 2023. This Proxy Statement and our Annual Report to Stockholders for the fiscal year ending June 30, 2023, are available electronically at www.proxyvote.com.

Selected information from Carpenter Technology's 2023 Annual Report on Form 10-K, including financial statements, is being delivered along with this Proxy Statement, but is not incorporated as part of the Proxy Statement and is not to be considered part of the proxy solicitation material.

This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders are being sent to stockholders on or about September 15, 2023.

On behalf of the Board of Directors,

James D. Dee

Senior Vice President, General Counsel and Secretary

CARPENTER TECHNOLOGY 2023 PROXY STATEMENT

Table of Contents

Proxy Summary	6	Director Compensation	32
Proposal No. 1 - Election of Directors	10	Fiscal Year 2023 Director Compensation Table . . . .	34
Nomination Process and Criteria for Selection	10	Proposal No. 2 - Ratification of Appointment of
Board Diversity and Experience	11	Independent Registered Public Accounting Firm . . .	36
Nominees	12	Audit/Finance Committee Report	38
Corporate Governance	19	Proposal No. 3 - Advisory Vote to Approve the
Compensation of our Named Executive Officers . . .	40
Board Information	19	Proposal No. 4 - Advisory Vote on Whether the
Majority Voting Standard for Election of		Advisory Vote to Approve the Compensation of our
Directors	19	Named Executive Officers Should Occur Every
Board Independence	19	One, Two or Three Years	41
Board Leadership Structure	19	Human Capital Management Committee
Report	42
Meetings of the Board, Committees and		Compensation Discussion and Analysis (Table of
Independent Directors	19
Contents)	43
Board Committees	20	Executive Compensation (Table of Contents) . . . .	66
Board of Directors' Role in Risk Oversight	22	General Information	87
Stockholder Engagement and Communication with		Why We Solicit Proxies	87
the Board	23
Transactions with Related Parties	24	Method and Cost of Solicitation	87
Compensation Committee Interlocks and Insider		Who Can Vote	87
Participation	24	How to Vote	87
Delinquent Section 16(a) Reports	24	Broker Non-Votes and Abstentions	88
Corporate Responsibility and Sustainability . . . .	25	Quorum and Required Votes	89
Environmental, Social and Governance ("ESG")		If You Change Your Mind After Voting	89
Overview	25	Stockholder Nominations to the Board of
Environmental	25	Directors	89
Safety	27	2024 Stockholder Proposals	89
Social	27	Householding of Proxy Materials	90
Governance Policies and Practices	28	Where You Can Find More Information	90
Security Ownership of Principal Beneficial		Other Matters	90
Owners	29
Directors, Nominees and Management Stock
Ownership	30

Forward-LookingStatements: This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Words such as "guidance," "believe," "expect," "anticipate," "project" and similar expressions may identify forward-looking statements. Please read these forward- looking statements in conjunction with our Annual Report on Form 10-K, which identifies factors that could cause future results to differ materially from forward-looking statements, expectations, and assumptions expressed or implied in this Proxy Statement.

Website References: No websites that are cited or referred to in this Proxy Statement shall be deemed to form a part of, or to be incorporated by reference into, this Proxy Statement or any of our filings with the Securities and Exchange Commission.

CARPENTER TECHNOLOGY 2023 PROXY STATEMENT