Steven Demetriou
ArcosaAbout Steven J. Demetriou
Steven J. Demetriou, age 66, is an independent director of Arcosa, Inc. (ACA) since 2023 and serves on the Governance & Sustainability Committee. He holds a B.S. in Chemical Engineering from Tufts University and brings over 35 years of senior management experience, including roles as CEO of Jacobs Solutions and Aleris, with current service as Executive Chair of Amentum Holdings and director of FirstEnergy Corporation . The Board evaluated his time commitments during the Jacobs-to-Amentum transition and concluded he remains able to dedicate sufficient time to Arcosa board duties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jacobs Solutions, Inc. | Chief Executive Officer; Executive Chair | CEO (2015–2023); Exec Chair (2023–2024) | Led strategic transformation; governance oversight as Exec Chair |
| Aleris Corporation | Chief Executive Officer; Executive Chair | 2004–2015 | Operational turnaround/portfolio leadership |
| Noveon, Inc. | Chief Executive Officer | 2001–2004 | Industrial operations leadership |
| IMC Global Inc. | Executive Vice President | 1999–2001 | Corporate operations and M&A |
| Cytec Industries, Inc. | Senior roles | 1997–1999 | Chemicals industry experience |
| Exxon Mobil Corporation | Various roles | 1981–1997 | Global industrial experience |
| Foster-Wheeler | Non-Executive Chair (prior board) | 2011–2014 | Board leadership |
| OM Group | Director (prior board) | 2005–2015 | Governance oversight |
| Kraton Performance Polymers | Director (prior board) | 2009–2017 | Governance oversight |
| C5 Acquisition Corporation (SPAC) | Non-Executive Chair (prior board) | 2021–2023 | Capital markets and governance |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Amentum Holdings, Inc. | Executive Chair | 2024–present |
| FirstEnergy Corporation | Director | 2017–present |
Interlocks/conflicts: Arcosa disclosed no related person transactions in 2024 under Item 404; Board independence affirmed for Demetriou .
Board Governance
- Committee assignments: Governance & Sustainability Committee member; G&S met 3 times in 2024; all committees 100% independent .
- Independence: Board affirmed Demetriou is independent under NYSE/SEC standards .
- Attendance: Arcosa held 5 board and 14 committee meetings in 2024; all directors attended at least 75% of their meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chair (Rhys J. Best); regular executive sessions of independent directors .
- Governance practices: Majority voting for directors, proxy access, stock ownership requirements, limits on other public company board service, clawback policy, and prohibitions on short sales, hedging, margin accounts, and pledging of Arcosa stock .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $110,000 | |
| Stock Awards (2024 annual grant) | $130,041 grant-date fair value (restricted stock/RSUs) | |
| Meeting Fees | $2,000 per additional board/committee meeting (from second non-regular meeting) | |
| Chair Fees (if applicable) | G&S Chair $15,000; Audit Chair $20,000; HR Chair $20,000; Non-Exec Chair $120,000 | |
| Deferrals | Directors may defer cash fees/equity via Director Deferred Plan (phantom stock units or interest rate equivalent) |
2024 director compensation levels were reviewed; no changes were made for 2024 .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director Equity | Annual restricted stock or deferred RSUs; one-year cliff vesting | No performance conditions; RSUs vest with service; deferred units settle upon qualifying termination |
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| FirstEnergy Corporation | Current public company board | Energy utility governance experience |
| Amentum Holdings, Inc. | Executive Chair | Advanced engineering and technology solutions; Board assessed time commitment suitability |
Related party/transactions: Arcosa reported none requiring disclosure in 2024; G&S Committee oversees related person transaction reviews .
Expertise & Qualifications
- Senior management leadership across industrials and engineering; perspective on Arcosa’s engineered structures and sustainability initiatives .
- Chemical engineering background; international business experience; extensive public company governance .
- Board-wide skills matrix emphasizes public company governance, M&A, sustainability knowledge, and industrial sector experience (matrix summarized) .
Equity Ownership
| As of | Beneficial Ownership (Common) | Percent of Class | RSUs Right to Acquire (≤60 days) | Pledged/Hedged |
|---|---|---|---|---|
| March 21, 2025 | 9,943 shares | <1% | 3,391 RSUs | No pledging; hedging/pledging prohibited by policy |
- Director ownership guideline: 5x annual board cash retainer within five years; all directors have met or are on track .
Insider Trades
| Date | Transaction | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 2024-09-12 | Open-market purchase | 6,000 | ~$87.70 | ~$526,200 |
Ownership table shows 9,943 shares held as of 3/21/2025 (consistent with 2024 purchase plus prior holdings) .
Governance Assessment
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Strengths:
- Independent director with deep industrial and sustainability experience; active on G&S Committee .
- Strong governance framework: independent Chair, majority voting, proxy access, clawback, and anti-hedging/pledging policies .
- Board attendance across directors met policy thresholds; regular executive sessions .
- No related person transactions reported in 2024; independence reaffirmed .
- Director ownership guidelines drive alignment; directors on track to meet requirements .
- Investor support: 99% Say-on-Pay approval in 2024, signaling broader governance confidence .
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Watch items / potential red flags:
- Multiple external leadership roles (Executive Chair at Amentum; director at FirstEnergy) could raise overboarding/time commitment concerns in some governance frameworks; Arcosa’s G&S Committee explicitly reviewed and deemed his commitment sufficient post-transition .
- Limits on other public company board service exist, but specific numerical thresholds not disclosed; continued monitoring advisable .
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Overall: Demetriou appears to enhance board effectiveness via industrial expertise and sustainability oversight, with no disclosed conflicts, positive alignment through ownership policies, and proactive board review of his external commitments .