Business Context and Reporting Period
This Form 8-K Current Report was filed by Carpenter Technology Corporation on September 3, 2010. The filing addresses Item 5.02 regarding the departure of a senior officer and the appointment of a new executive officer.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Executive Departure: Michael L. Shor, Senior Vice President—AMO & PAO, announced his intention to retire in June 2011. During the transition, he will serve as a non-executive Special Advisor to the CEO.
- Executive Promotion: David L. Strobel was promoted to Senior Vice President—Global Operations. Previously, he served as Vice President—Technology and has been with the company for 22 years.
Compensation and Management Commentary
In connection with his promotion, Mr. Strobel received a new compensation package approved by the Company, including:
- Base Salary: $250,000 annually.
- Bonus: Participation in the Executive Bonus Compensation Plan with a target of 80% of base salary.
- Stock Options: A non-qualified stock option with a grant date fair value of $37,500, vesting 1/3 per year over three years. This is incremental to a $37,512 option granted in July 2010.
- Performance Units (One-Year): Target grant of 3,005 units based on corporate performance objectives for the fiscal year ending June 30, 2011. Vesting occurs 1/2 per year on June 30, 2012, and June 30, 2013.
- Performance Units (Three-Year): Target grant of 3,434 shares based on Total Shareholder Return (TSR) objectives for the period ending June 30, 2013. Shares are fully vested upon issuance if earned.
- Indemnification: The Company agreed to indemnify Mr. Strobel against claims arising from his service on the same basis as other officers.
Investor Verification Checklist
- Verify the exact retirement date of Michael L. Shor (announced as June 2011).
- Confirm the vesting schedule and performance metrics for Mr. Strobel's new stock options and performance units.
- Review the company's Total Shareholder Return (TSR) performance objectives for the three-year period ending June 30, 2013.
- Check subsequent filings for any changes to the transition plan or executive roles.