UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 


 

Date of Report: August 6, 2018

 


 

CARPENTER TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

1-5828

 

23-0458500

(State of or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer I.D. No.)

 

1735 Market Street
Philadelphia, Pennsylvania

 

19103

(Address of principal executive
offices)

 

(Zip Code)

 

(610) 208-2000

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b.2 of this chapter).

 

Emerging growth company   o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 



 

Item 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 August 6, 2018, Damon J. Audia resigned as Senior Vice President and Chief Financial Officer of Carpenter Technology Corporation (the “ Company ”), effective September 14, 2018.

 

Appointment of Timothy F. Lain as Vice President and Chief Financial Officer

 

On August 6, 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 September 14, 2018.

 

Mr. Lain, 46, currently serves as Vice President-Controller and Chief Accounting Officer of the Company, a position that he has held since June 2013, and is also a member of the senior leadership team of the Company. From May 2015 to October 2015, 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 June 2007. 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 August 6, 2018, and accepted by him on August 8, 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 June 30, 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 year 2019 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 Exhibit 10.1 and is incorporated herein by reference.  The Company announced Mr. Lain’s appointment in a press release dated August 8, 2018, a copy of which is filed herewith as Exhibit 99.1 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 pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01 - Financial Statements and Exhibits

 

(d)         Exhibits

 

Exhibit No.

 

Descriptions

 

 

 

10.1

 

Offer Letter, dated August 6, 2018, by and between Carpenter Technology Corporation and Timothy Lain.

99.1

 

Press Release, dated August 8, 2018.

 

2



 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CARPENTER TECHNOLOGY CORPORATION

 

 

 

 

 

 

 

 

By

/s/ James D. Dee

 

 

 

James D. Dee

 

 

 

Vice President, General Counsel and Secretary

 

 

Date: August 8, 2018

 

 

3


Exhibit 10.1

 

 

 

 

 

Carpenter Technology Corporation

 

1735 Market Street, 15 th  Floor

 

Philadelphia, PA 19103

 

610-208-2136

 

 

August 6, 2018

 

Mr. Timothy F. Lain

 

Dear Tim:

 

We are pleased to extend an offer for the position of Vice President and Chief Financial Officer reporting to Tony Thene, President and Chief Executive Officer. Your work location will be Philadelphia, PA. Your effective date in this role is September 14, 2018. Highlights of your new position include:

 

·                   Annual Base Salary : $400,000.00 paid bi-weekly.

 

·                   Annual Bonus Plan: You will be eligible to participate in the Company’s Executive Bonus Compensation Plan or such successor arrangement (if any) as the Board may from time to time establish.  Your target annual bonus opportunity for the fiscal year ending June 30, 2019 is 55% of your annual base salary pro-rated based on earnings received during the fiscal year.  Zero to 200% of target will be earned based on achievement of the relevant corporate performance objectives as determined by the Board or its Compensation Committee each fiscal year.

 

·                   Long Term Incentive Grants:  The Company generally grants equity awards to its senior executives annually. The terms of these awards are determined by the Compensation Committee of Carpenter’s Board of Directors. You will be eligible to receive an annual award at the time these grants are made to all employees in similar positions, and those grants are generally administered in the first fiscal quarter of the year. The current target of the annual equity incentive for your position is $400,000.00. You will receive a targeted annual equity grant of $400,000 for fiscal year 2019 with a grant of $150,000 on August 6, 2018 and a grant of $250,000 on September 14, 2018 in accordance with the Stock-based Incentive Compensation Plan for Officers and Key Employees,

 

·                   Savings Plan (401k):   You remain eligible to participate in Carpenter’s retirement savings plan. Carpenter contributes 3% of your base pay andyou remain automatically enrolled for a 3% pre-tax employee contribution rate. However, you are eligible to modify the automatic contribution from 0% to 100% of your base pay of which Carpenter will match up to 6%.

 

·                   Health, Welfare and Retirement Benefits :  You remain eligible to participate in the employee benefit programs applicable to our salaried employees generally, including the Company’s health and welfare plans, as well as the defined contribution plan.  In addition, you remain eligible to participate in the Deferred Compensation Plan for Officers and Key Employees of Carpenter Technology Corporation .  Your annual vacation entitlement will be 5 weeks. Except as herein provided, or as may be hereafter approved by the Board or its Human Resources Committee, you will not be entitled to further compensation or benefits.

 

·                   Executive Severance Plan : Your employment by the Company is “at will” and may be terminated by

 



 

the Company or by you at any time.  However, if your employment terminates due to a termination by the Company without “cause” or a resignation by you with “good reason” (each, as defined in the attached Plan document), you will be entitled to receive the severance benefits in place for similarly situated employees. The Company has full discretion to change the program at any time, and included with this offer is the Severance Pay Plan for Executives of Carpenter .

 

·                   Change in Control Severance : You will be entitled to severance benefits in the event of a change in control, as described in the Change in Control Severance Plan . The Company has full discretion to change this program at any time. For avoidance of doubt, benefits under this section will be in lieu of, not in addition to, the severance benefits described in the Severance Pay Plan for Executives of Carpenter Technology Corporation .

 

·                   Intellectual Property, Confidentiality and Restrictive Covenants : In your capacity as an executive of the Company, you are exposed to the Company’s most sensitive and proprietary information and technology, and you will be provided with access to the Company’s most valuable and carefully cultivated business relationships.  Accordingly, your employment is conditioned upon your continued obligations under the Intellectual Property Agreement and Non-Competition Agreement .

 

You represent and warrant that there are no restrictions, agreements or understandings whatsoever that would prevent or make unlawful your execution of this letter, that would be inconsistent or in conflict with this letter or your obligations hereunder, or that would otherwise prevent, limit or impair your ability to be employed by the Company.  Your ownership of or transactions in securities of the Company will be subject to the Company’s insider trading policies and stock ownership guidelines from time to time effect.

 

Reimbursement by the Company of any expense will be subject to Company policies and practices in effect from time to time and will be further subject to the requirements of Treas. Reg 1/409A-3(i)(1)(iv)(A)(3), (4) and (5). Any payment of transfer of property to you will be subject to tax withholding to the extent required by applicable law.

 

This letter constitutes our entire agreement and understanding regarding the matters addressed herein, and merges and supersedes all prior or contemporaneous discussions, agreements, and understandings of every nature between us regarding these matters.  This letter is governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of law.

 

To acknowledge your consent and agreement to with the foregoing, please execute and date this letter in the space provided below and return an executed copy to me.  This letter may be signed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute a single instrument.

 

Congratulations.

 



 

Sincerely,

 

/s/ John Rice

 

 

 

 

 

John Rice

 

 

VP, Human Resources

 

 

Carpenter Technology Corp.

 

 

 

 

 

 

 

 

ACCEPTED:

 

DATE:

 

 

 

/s/ Timothy F. Lain

 

August 8, 2018

Name: Timothy F. Lain

 

 

 


Exhibit 99.1

 

 

Media Inquiries:

Investor Inquiries:

William J. Rudolph, Jr.

The Plunkett Group

+1 610-208-3892

Brad Edwards

wrudolph@cartech.com

+1 212-739-6740

 

brad@theplunkettgroup.com

 

CARPENTER TECHNOLOGY NAMES TIM LAIN NEW CHIEF FINANCIAL OFFICER

 

PHILADELPHIA, Pa. — August 8, 2018 — Carpenter Technology Corporation (the “Company”), a leading producer and distributor of premium specialty alloys, including titanium alloys, nickel and cobalt based superalloys, stainless steels, alloy steels and tool steels, today announced Timothy (Tim) Lain has been named Vice President and Chief Financial Officer effective September 14, 2018. He succeeds Damon Audia who has decided to leave the Company for another role. Tim will report directly to Tony Thene, President and Chief Executive Officer.

 

Tim has over 20 years of financial experience including 11 years with the Company. He currently serves as Vice President — Controller & Chief Accounting Officer, a role he was appointed to in June 2013. In this role, Tim has been responsible for all aspects of the Company’s technical accounting and reporting matters, the tax function, and has participated broadly in the financial and strategic management of the Company. From June 2015 to October 2015, Tim served as Acting Chief Financial Officer.  In his new role, he will be responsible for continuing to execute the Company’s overall financial strategy, including cost management, capital allocation and balance sheet optimization. Tim holds a Bachelor’s Degree in Accounting from the Fox School of Business at Temple University and is a Certified Public Accountant. Prior to joining the Company, Tim served as Audit Director at McGladrey & Pullen.

 

Tony Thene, Chief Executive Officer of Carpenter Technology, said, “This CFO transition reflects our commitment to ensuring that Carpenter has world-class leaders to support the Company as we grow and evolve as a leading solutions provider. Tim’s knowledge of Carpenter and his experience serving as the Acting CFO in the past make him well suited to serve as our new CFO. We are pleased to benefit from his knowledge and expertise. On behalf of the company, I want to thank Damon for his significant contributions and his willingness to stay on until

 



 

September 14, 2018 to ensure a smooth transition. He has helped position the company for continued growth, and we wish him the best in his future endeavors.”

 

The Company also announced the appointment of Elizabeth A. (Betsy) Socci as Vice President - Controller & Chief Accounting Officer to succeed Lain effective September 14, 2018. Betsy brings significant accounting and management skills to the role of the Company’s principal accounting officer and currently serves as Director - Internal Audit, a position she has held since joining the Company in March 2015.

 

###

 

About Carpenter Technology

 

Carpenter Technology Corporation (NYSE: CRS) is a recognized leader in high-performance specialty alloy-based materials and process solutions for critical applications in the aerospace, defense, transportation, energy, industrial, medical, and consumer electronics markets. Founded in 1889, Carpenter has evolved to become a pioneer in premium specialty alloys, including titanium, nickel, and cobalt, as well as alloys specifically engineered for additive manufacturing (AM) processes and soft magnetics applications. Carpenter has expanded its AM capabilities to provide a complete “end-to-end” solution to accelerate materials innovation and streamline parts production. www.cartech.com. On social: Twitter, LinkedIn, and Facebook