Brian Malloy to lead Carpenter Technology (NYSE: CRS) as CEO

Rhea-AI Filing Summary

Carpenter Technology Corporation is reorganizing its leadership and board structure. The Board expanded from 11 to 12 directors and appointed Brian J. Malloy as a Class III director effective July 1, 2026, with a term running to the 2028 annual meeting.

On the same date, Malloy, currently President and Chief Operating Officer, will become President and Chief Executive Officer, while current CEO Tony R. Thene will become Executive Chairman of the Board. Malloy’s new role includes a $1,000,000 base salary, a target cash bonus of 125% of salary for the fiscal year ending June 30, 2027, and an annual equity award with a grant date fair value of $4,500,000.

Thene’s Executive Chairman role carries a $1,000,000 base salary, a target cash bonus of 100% of salary, and an annual equity award valued at $2,000,000 for the same fiscal year. Both executives remain eligible for the company’s deferred compensation, severance and other benefit plans, and the filing notes Malloy has no related-party transactions or family relationships requiring additional disclosure.

Insights

Corporate governance analyst

Carpenter Technology outlines an orderly CEO transition with defined pay packages.

Carpenter Technology is elevating Brian J. Malloy to President and Chief Executive Officer while shifting Tony R. Thene to Executive Chairman, effective July 1, 2026. The move keeps both leaders in central roles, suggesting continuity in strategic direction and oversight.

Compensation is structured with substantial variable and equity components. Malloy’s package includes a $1,000,000 salary, 125% bonus target and $4,500,000 equity grant value, while Thene receives the same salary, a 100% bonus target and $2,000,000 in equity. Both remain covered by existing severance and benefit plans. Overall, this appears as a planned governance evolution rather than a disruptive change.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Malloy CEO base salary: $1,000,000 per year Malloy bonus target: 125% of salary Malloy equity award value: $4,500,000 +4 more

7 metrics

Malloy CEO base salary $1,000,000 per year Effective July 1, 2026

Malloy bonus target 125% of salary Executive Incentive Bonus Compensation Plan, FY ending June 30, 2027

Malloy equity award value $4,500,000 Grant date fair value for FY ending June 30, 2027

Thene Executive Chairman salary $1,000,000 per year Effective July 1, 2026

Thene bonus target 100% of salary Executive Incentive Bonus Compensation Plan, FY ending June 30, 2027

Thene equity award value $2,000,000 Grant date fair value for FY ending June 30, 2027

Board size 12 directors Increased from 11 directors on April 13, 2026

Key Terms

Executive Incentive Bonus Compensation Plan, Non-Qualified Deferred Compensation Plan, Severance Pay Plan for Executives, Change-in-Control Severance Plan, +2 more

6 terms

Executive Incentive Bonus Compensation Plan financial

"eligible to participate in the Company’s Executive Incentive Bonus Compensation Plan for the fiscal year ending June 30, 2027"

Non-Qualified Deferred Compensation Plan financial

"will remain eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, Severance Pay Plan for Executives"

An arrangement where an employer agrees to pay part of an employee’s salary or bonus at a later date, often to attract or keep key staff. Think of it as a company IOU or a delayed paycheck held on the company’s books rather than in a protected retirement account; investors care because these promises create future cash obligations that are typically unsecured and depend on the company’s financial health, affecting risk, liabilities, and cash-flow planning.

Severance Pay Plan for Executives financial

"Non-Qualified Deferred Compensation Plan, Severance Pay Plan for Executives and Change-in-Control Severance Plan"

Change-in-Control Severance Plan financial

"Severance Pay Plan for Executives and Change-in-Control Severance Plan, as well as the Company’s other benefit programs"

A change-in-control severance plan is a written agreement that promises senior employees a lump sum payment or continued benefits if the company is taken over, merged, or otherwise loses its current ownership. For investors, these payouts are important because they can raise the cost of a takeover, affect executive behavior during deal negotiations, and change how much value shareholders receive from a potential sale — like extra baggage a buyer must carry when considering a purchase.

Executive Chairman of the Board financial

"will become Executive Chairman of the Board"

Class III director financial

"Mr. Malloy will serve as a Class III director, with a term ending at the Company’s 2028 annual meeting"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/17/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What leadership changes did Carpenter Technology (CRS) announce in this 8-K?

Carpenter Technology announced that Brian J. Malloy will become President and Chief Executive Officer and Tony R. Thene will become Executive Chairman of the Board, both effective July 1, 2026, marking a planned transition that keeps both executives in senior leadership roles.

How will Brian J. Malloy be compensated as CEO of Carpenter Technology (CRS)?

Brian J. Malloy will receive a $1,000,000 annual base salary, a target cash bonus equal to 125% of his salary for the fiscal year ending June 30, 2027, and an annual equity incentive award with a grant date fair value of $4,500,000, plus continued eligibility for company benefit plans.

What is Tony R. Thene’s new role and pay structure at Carpenter Technology (CRS)?

Tony R. Thene will become Executive Chairman of the Board on July 1, 2026, with a $1,000,000 base salary, a target cash bonus of 100% of salary for the fiscal year ending June 30, 2027, and an annual equity incentive award valued at $2,000,000, along with continued participation in key benefit and severance plans.

Did Carpenter Technology (CRS) expand its Board of Directors in this filing?

Yes. Carpenter Technology’s Board of Directors increased in size from 11 to 12 members and appointed Brian J. Malloy as a Class III director effective July 1, 2026, with his term extending to the company’s 2028 annual meeting of stockholders or until a successor is elected and qualified.

Does Brian J. Malloy have any related-party transactions or family ties at Carpenter Technology (CRS)?

The company states that Brian J. Malloy has no family relationships with any director or executive officer and no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, indicating no disclosable related-party arrangements associated with his appointment.

What incentive and severance plans will Brian J. Malloy and Tony R. Thene participate in at Carpenter Technology (CRS)?

Both executives remain eligible for Carpenter Technology’s Executive Incentive Bonus Compensation Plan, Non-Qualified Deferred Compensation Plan, Severance Pay Plan for Executives, Change-in-Control Severance Plan, and other benefit programs, providing structured incentives and defined protections alongside their new leadership roles.

CARPENTER TECHNOLOGY CORP false 0000017843 0000017843 2026-04-13 2026-04-13

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 (Date of earliest event reported): April 13, 2026

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:

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

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

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

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

Securities registered or required to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $5 Par Value		CRS		New York Stock Exchange

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 ☐

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. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board Expansion and Brian J. Malloy Appointment

On April 13, 2026, the Board of Directors (the “Board”) of Carpenter Technology Corporation (the “Company”) increased the size of the Board from 11 directors to 12 directors and appointed Brian J. Malloy to the Board, effective as of July 1, 2026, to fill the vacancy created by such increase. Mr. Malloy will serve as a Class III director, with a term ending at the Company’s 2028 annual meeting of stockholders or until his successor is duly elected and qualified. At this time, Mr. Malloy has not been appointed to any committees of the Board.

Biographical and other information about Mr. Malloy is included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 12, 2025 and the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 12, 2025. Mr. Malloy does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Malloy and any other persons pursuant to which Mr. Malloy was selected to his position as director. Neither Mr. Malloy nor any related person of Mr. Malloy has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Compensation Arrangements of Brian J. Malloy and Tony R. Thene

Effective on July 1, 2026, Brian J. Malloy, the current President and Chief Operating Officer of the Company, will become President and Chief Executive Officer of the Company and Tony R. Thene, the current Chief Executive Officer of the Company, will become Executive Chairman of the Board. On April 13, 2026, the Board, upon the recommendation of its Human Capital Management Committee (the “Committee”), (i) approved a new compensation arrangement for Mr. Malloy, to be effective upon Mr. Malloy becoming the Chief Executive Officer of the Company on July 1, 2026, and (ii) approved a new compensation arrangement for Mr. Thene, to be effective upon Mr. Thene becoming the Executive Chairman of the Board on July 1, 2026.

Mr. Malloy

Mr. Malloy’s base salary for his service as President and Chief Executive Officer will be $1,000,000 per year effective July 1, 2026. Mr. Malloy will also be eligible to participate in the Company’s Executive Incentive Bonus Compensation Plan for the fiscal year ending June 30, 2027 with a “target level” cash bonus of 125% of his salary. The Company will grant an annual equity incentive award for the fiscal year ending June 30, 2027 to Mr. Malloy with a grant date fair value of $4,500,000 and performance metrics and vesting criteria similar to those applicable to other executives. Mr. Malloy will remain eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, Severance Pay Plan for Executives and Change-in-Control Severance Plan, as well as the Company’s other benefit programs.

Mr. Thene

Mr. Thene’s base salary for his service as Executive Chairman of the Board will be $1,000,000 per year effective July 1, 2026. Mr. Thene will also be eligible to participate in the Company’s Executive Incentive Bonus Compensation Plan for the fiscal year ending June 30, 2027 with a “target level” cash bonus of 100% of his salary. The Company will grant an annual equity incentive award for the fiscal year ending June 30, 2027 to Mr. Thene with a grant date fair value of $2,000,000 and performance metrics and vesting criteria similar to those applicable to other executives. Mr. Thene will remain eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, Severance Pay Plan for Executives and Change-in-Control Severance Plan, as well as the Company’s other benefit programs.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

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
		Senior Vice President, General Counsel and Secretary

Date: April 17, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB