Carpenter Technology is committed to maintaining strong and effective corporate governance practices to deliver shareholder value and maintain accountability to our stakeholders. 

Screenshot 2022-10-07 122152
Screenshot 2022-10-07 122152

Board Composition

Our Board of Directors comprises ten directors, of which nine are independent with one, our President and Chief Executive Officer, being an employee director. The roles of Chairman of the Board and Chief Executive Officer are split into two separate positions, which allows our Chief Executive Officer to concentrate on operational and strategic issues while the Chairman focuses on governance and Board leadership. In addition, our Board regularly meets in executive sessions, without management, to facilitate communication among independent directors

Our Directors have diverse backgrounds, skills, and experiences, and a track record of driving long-term value, as well as a deep understanding of our business. 


The skill set of our current Board is broad and diverse, with experience in operational manufacturing, finance, strategy, international, R&D and innovations, as well as CEO experience and key industry experience. Additionally, 40% of our Board members are women or ethnically diverse. Further information on our current Board members, including committee roles, can be found in our 2022 Proxy Statement. 





ESG Governance & Oversight

Our Board of Directors maintains overall responsibility for ESG governance at Carpenter Technology. Our Board and its committees oversee ESG-related aspects of our corporate strategy, plans of action, management policies, and performance objectives. The Board and its committees work closely with management to ensure that the Company is properly addressing ESG considerations, including in the Company’s overall business strategy. As our Company continues to develop and execute its ESG plan and targets, our Board will continue to oversee our strategy and monitor the Company’s progress.

The Corporate Governance Committee (“CG Committee”) of the Board of Directors reviews and makes appropriate recommendations to the Board regarding the delegation of responsibilities to other Committees relating to ESG matters. The CG Committee reviews with management significant Company strategies and practices relating to sustainability, corporate responsibility and ESG matters in furtherance of the Company’s business strategy, Core Values and purpose. The CG Committee also reviews recent developments and best practices in the fields of sustainability, corporate responsibility and ESG matters that are identified by the Board, management or the CG Committee. Further, the CG Committee reviews relevant sustainability, corporate responsibility, and ESG publicly available reports involving the Company. The CG Committee makes recommendations to the Board regarding the foregoing as appropriate.

The Human Capital Management Committee (“HCM Committee”) of the Board of Directors reviews, reports and makes recommendations when appropriate on human capital management, diversity, equity and inclusion, talent management and retention, and corporate social responsibility.


ESG Steering Committee

The ESG Steering Committee includes functional and business leaders who ensure the Company’s sustainability strategy is aligned across the enterprise and define annual and midterm targets that inform our public reporting. The Steering Committee meets quarterly and reports progress to the Company’s Leadership Team. The ESG Steering Committee, which reports to Carpenter Technology’s President and Chief Executive Officer, includes the Company’s Senior Vice President and General Counsel; the Vice President and Chief Human Resources Officer; the Vice President of Corporate Environmental, Health & Safety, and Security; and the Vice President of Corporate Development and Investor Relations. The ESG Steering Committee monitors and drives execution of the ESG strategy across the Company’s various functions and business units.

Ethics & Compliance

Employee Training

We ensure our employees, management and Board of Directors act in accordance with the highest ethical standards and integrity as embodied in our Code of Business  Conduct and Ethics. In addition, the Board of Directors has adopted a Code of Ethics for Carpenter Technology’s CEO and senior financial leadership.

All salaried, full-time employees receive annual ethics and compliance training on the Code of Business Conduct and Ethics, including topics such as anti-corruption, trade compliance and sexual harassment. In addition to the formal compliance program, the Board encourages management to continuously promote a corporate culture that understands and is committed to risk management and incorporates business integrity into Carpenter Technology’s overall corporate strategy, business and day-to-day operations.

Our Code of Business Conduct and Ethics applies to all employees including management, executives, and our Board of Directors. However, we also expect our customers, suppliers and vendors to comply with the ethical standards and integrity embodied in our Code of Business Conduct and Ethics.

Compliance Reporting

To encourage compliance with our ethical standards, Carpenter Technology maintains EthicsPoint®, an anonymous, third-party electronic reporting system and telephone hotline available 24 hours a day, 7 days a week, in multiple languages.

Concerned employees can file reports or complaints about possible ethical violations, including ESG-related matters, without fear of identification or retaliation. Carpenter Technology investigates all such reports. The Company takes such reports seriously and endeavors to respond to complaints within 48 hours. In 2020, we received 27 reports.

* EthicsPoint is a registered trademark of NAVEX Global, Inc.

Code of Conduct Training FY 2021

Group 1011


Cybersecurity & Risk Management

As cybersecurity risks continue to affect businesses globally, Carpenter Technology understands protecting our information, data and systems is of critical importance. In order to identify potential risks, Carpenter Technology engages outside resources to perform 24/7 threat monitoring and incident handling as well as perform yearly penetration testing to identify weaknesses and test threat monitoring. Carpenter Technology developed and implemented a Cybersecurity Incident Response Plan based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework to help ensure the Company can quickly respond to potential cybersecurity attacks.

We also understand that education is a valuable tool to fight cybercrime and, beginning in 2019, we launched a Cybersecurity Awareness Campaign to ensure all employees understand the risks, recognize threats, and respond appropriately to potential cybersecurity attacks. Employees receive web-based training twice monthly on topics such as phishing, ransomware, and data security. Since the launch of the Cybersecurity Awareness Campaign, employee click-rate on phishing e-mails has consistently benchmarked better than peers in the same industry, location, and employee size.

The Audit/Finance Committee of the Board of Directors oversees the Company’s risk management program, including information security. The Company’s Board of Directors is also regularly briefed on Carpenter Technology’s cybersecurity risks and mitigation efforts.