Joseph Alvarado
ArcosaAbout Joseph Alvarado
Independent director since 2018; age 72; Chair of the Human Resources (HR) Committee. Former CEO of Commercial Metals Company (CMC) and senior executive across steel and industrial businesses. Education: B.A. in Economics (University of Notre Dame) and M.B.A. in Finance (Cornell University Johnson Graduate School of Management) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company | Chief Executive Officer | 2011–2017 | Led global steel manufacturing, recycling, and marketing operations |
| Commercial Metals Company | President & COO | 2011 | Operational leadership prior to CEO role |
| Commercial Metals Company | EVP & COO | 2010–2011 | Enterprise operations oversight |
| U.S. Steel Tubular Products (U.S. Steel) | President | 2007–2009 | Led tubular products business |
| Lone Star Technologies, Inc. | President & COO | 2004–2007 | Managed oil & gas tubulars manufacturer |
| Ispat North America (now ArcelorMittal) | Vice President | 1998–2004 | Senior leadership in steel |
| Birmingham Steel Company | Executive Vice President | 1997–1998 | Executive leadership |
| Inland Bar Company | President | 1995–1997 | Business unit leadership |
| Inland Bar Company | VP & GM, Sales & Marketing | 1988–1995 | Commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PNC Financial Services Group, Inc. | Director | 2019–present | Current public company board |
| Kennametal, Inc. | Director | 2018–present | Current public company board |
| Trinseo plc | Director | 2017–present | Current public company board |
| Commercial Metals Company | Chair (Director) | 2013–2018 | Prior public company board; former CEO |
| Spectra Energy Corp | Director | 2011–2017 | Prior public company board |
Board Governance
- Independence: Board affirmatively determined Alvarado is independent under NYSE and SEC standards; all Board committees are 100% independent .
- Committee assignments: HR Committee Chair; HR Committee met 5 times in 2024 .
- Attendance: Arcosa held 5 Board and 14 committee meetings in 2024; all directors attended at least 75% of meetings, and each director attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chairman (Rhys J. Best); regular executive sessions of independent directors .
- Compensation committee interlocks: None (Alvarado served on HR Committee; no interlocks) .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Human Resources | Chair | 5 | All members independent |
| Audit | — | 6 | All members independent; financial experts (not Alvarado) |
| Governance & Sustainability | — | 3 | All members independent |
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees earned | $130,000 | Director cash compensation earned (reflects Board/committee service; includes HR Committee Chair retainer within cash fees) |
| HR Committee Chair retainer | $20,000 | Standard annual chair fee (component of director compensation policy) |
| Additional meeting fee (per meeting) | $2,000 | Applies beginning with the second non-regular meeting |
| Non-Exec Chair retainer (policy reference) | $120,000 | Not applicable to Alvarado; policy component |
| Ad hoc/special assignment per diem | $2,000 | Policy component |
2024 director compensation structure was reviewed; G&S Committee determined no changes were necessary for non-employee directors for 2024 .
Performance Compensation
| Equity Award | Grant Date | Fair Value | Vesting | Form and Features |
|---|---|---|---|---|
| Annual director equity grant | May 8, 2024 | $130,041 | Vests May 8, 2025 (one-year cliff) | Restricted stock or deferred RSUs at director’s election; deferred RSUs settle upon qualifying termination |
Directors may elect to defer cash fees into the Director Deferred Plan (interest equivalent or phantom stock units); phantom units settle in cash; dividend equivalents accrue on phantom units .
Other Directorships & Interlocks
- Current boards: PNC Financial Services Group (2019–present), Kennametal (2018–present), Trinseo (2017–present) .
- Arcosa policies: Limits on other public company board service; annual director performance reviews; proxy access; majority voting; executive sessions .
- Compensation committee interlocks: None for Arcosa HR Committee members (Alvarado, Lindsay, Lubel) .
Expertise & Qualifications
- Deep operational leadership in cyclical, industrial, and steel sectors; multi-industry manufacturing exposure; public company governance experience .
- Education: BA Economics (Notre Dame); MBA Finance (Cornell Johnson) .
- Board skills matrix indicates independent directors with manufacturing/industrial experience across sectors relevant to Arcosa’s portfolio .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 17,263 shares | Less than 1% of shares outstanding |
| Outstanding restricted stock/RSUs | 1,485 units | As of Dec 31, 2024 |
| Shares pledged | 0 | No directors or executive officers had shares pledged as of Mar 21, 2025 |
- Ownership guidelines: Directors required to hold shares equal to 5× annual Board cash retainer within five years; all directors have met or are on track to meet .
- Hedging/pledging: Company policy prohibits short sales, hedging, margin accounts, and pledging Arcosa stock .
Governance Assessment
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Strengths:
- Independent HR Committee chaired by Alvarado; uses an independent compensation consultant (Pay Governance LLC) with no conflicts; clawback policy compliant with NYSE for Section 16 officers .
- No related-person transactions in 2024; robust process for reviewing any related party transactions .
- Strong shareholder support for executive compensation (99% Say-on-Pay approval in 2024) .
- Board independence (8 of 9 directors), independent non-executive Chair, majority voting policy, proxy access, and regular executive sessions bolster oversight .
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Risk indicators and potential red flags:
- Multiple external public boards (PNC, Kennametal, Trinseo) can increase time commitments; Arcosa discloses limits on other public company board service and conducts annual reviews to mitigate overboarding risk .
- No compensation committee interlocks or related party transactions identified; insider trading and anti-hedging/pledging policies reduce alignment risks .
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Attendance and engagement:
- All directors met at least 75% attendance thresholds and attended the Annual Meeting; HR Committee held 5 meetings in 2024 .
Overall, Alvarado’s tenure and deep industrial leadership, combined with independence, HR Committee chair role, and alignment through equity ownership under formal guidelines, support Board effectiveness and investor confidence; ongoing monitoring of external board commitments remains prudent given Arcosa’s policy framework .