CARPENTER TECHNOLOGY CORPORATION (NYSE:CRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Damon J. Audia as Senior Vice President and Chief Financial Officer
On August6, 2018, Damon J. Audia resigned as Senior Vice President and Chief Financial Officer of Carpenter Technology Corporation (the “Company”), effective September14, 2018.
Appointment of Timothy F. Lain as Vice President and Chief Financial Officer
On August6, 2018, the Board of Directors (the “Board”) of the Company appointed Timothy F. Lain to be the Company’s Vice President and Chief Financial Officer, effective September14, 2018.
Mr.Lain, 46, currently serves as Vice President-Controller and Chief Accounting Officer of the Company, a position that he has held since June2013, and is also a member of the senior leadership team of the Company. From May2015 to October2015, Mr.Lain served as the Company’s acting Chief Financial Officer before returning to the role of Vice President-Controller and Chief Accounting Officer. Mr.Lain joined the Company in June2007. Prior to joining the Company, Mr.Lain served as Audit Director at McGladrey& Pullen LLP, a certified public accounting firm. Mr.Lain holds a bachelor’s degree in Accounting from the Fox School of Business at Temple University and is a Certified Public Accountant.
Mr.Lain’s compensation as Vice President and Chief Financial Officer of the Company is set forth in an offer letter the Company delivered to Mr.Lain on August6, 2018, and accepted by him on August8, 2018 (the “Offer Letter”). Mr.Lain’s annual base salary will be $400,000. Mr.Lain will also be eligible to participate in the Company’s Executive Bonus Compensation Plan for the fiscal year ending June30, 2019 with a “target level” cash bonus of 55% of his salary, based on the achievement of certain target metrics, to be determined annually by the Board or Compensation Committee of the Board. Mr.Lain will also be eligible to receive annual equity grants determined by the Compensation Committee of the Board, which are anticipated to be granted in fiscal year2019 with an approximate annual value of $400,000. Additionally, Mr.Lain will be eligible to participate in the Company’s Deferred Compensation Plan, Severance Pay Plan for Executives and Change of Control Severance Plan, as well as the Company’s other benefit programs.
The foregoing description of the material terms of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is filed herewith as Exhibit10.1 and is incorporated herein by reference. The Company announced Mr.Lain’s appointment in a press release dated August8, 2018, a copy of which is filed herewith as Exhibit99.1 and is incorporated herein by reference.
There are no family relationships between Mr.Lain and any director or executive officer of the Company, and he has no indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K.
Item 9.01 – Financial Statements and Exhibits