Donald T. Misheff
About Donald T. Misheff
Donald T. Misheff (age 68) has served as an independent director of Metallus Inc. since 2014 and is the Audit Committee Chair and the Board-designated Audit Committee financial expert. He is a retired Managing Partner of Ernst & Young LLP’s Northeast Ohio offices (2003–2011) with 30+ years of experience in taxation, auditing, and advising public companies on financial reporting and governance. The Board has determined he is independent under NYSE standards; the company holds executive sessions of independent directors at least quarterly.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Managing Partner – Northeast Ohio offices | 2003–2011 | 30+ years total at EY; led audits/reviews for public companies; governance advisory experience |
| Ernst & Young LLP | Various roles prior to Managing Partner | 1978–2003 | Progressive audit/tax leadership roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| FirstEnergy Corp. | Director and Non‑Executive Chairman | Former | Governance leadership experience at a large utility |
| Trinseo S.A. | Director | Former | Public company board experience |
Board Governance
- Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert. Audit Committee met 5 times in 2024. Responsibilities include oversight of financial statements/internal controls, auditor independence/performance, compliance/ethics, and ERM.
- Independence: Board determined Misheff and all directors (except the CEO) are independent per NYSE standards. Independent directors chaired all three standing committees in 2024.
- Attendance and engagement: Board met 8 times in 2024; all incumbent directors attended at least 75% of aggregate Board and relevant committee meetings; all directors attended the 2024 annual meeting. Independent directors met in executive session at least quarterly.
- Board leadership: Non‑executive Chair (Ronald A. Rice); committee chairs are independent (Audit—Misheff; Compensation—Garcia; Nominating & Governance—Wotring).
- Overboarding: Policy limits directors to three other public boards (CEO/Nameds to one); all current directors comply. Mandatory retirement age 75.
- Section 16 compliance: No known late filings or delinquencies for directors/executives in 2024.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer |
| Audit Committee Chair fee | $20,000 | Chair premium for Audit |
| Meeting fees | $0 | No meeting fees paid |
| Fees earned or paid in cash (Misheff) | $110,000 | Matches $90k retainer + $20k Audit Chair fee |
Performance Compensation
| Grant Date | Award Type | Units/Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| May 7, 2024 | Restricted Stock Units (RSUs) | 5,770 | $119,151 | Generally vests on first anniversary (May 7, 2025) |
Director equity is time-based RSUs; no stock options were outstanding for any director. Stock compensation must be held while on the Board; all directors are subject to ownership guidelines.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current other public boards | None disclosed |
| Prior public boards | FirstEnergy Corp. (Director and Non‑Executive Chairman); Trinseo S.A. (Director) |
| Compensation Committee interlocks | None; all 2024 Compensation Committee members were independent; no related‑party relationships disclosed. |
Expertise & Qualifications
- Audit/financial expertise: Audit Committee Financial Expert; extensive audit, tax, and financial reporting oversight experience from EY.
- Governance: Prior non‑executive Chair experience at FirstEnergy; deep boardroom leadership exposure.
- Independence and ethics: Board‑affirmed independence; subject to insider trading, anti‑hedging/pledging policies.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 101,792 | Includes deferred shares; <1% of class |
| Deferred common shares | 101,192 | Under Director Deferred Compensation Plan (issuance at later date) |
| Outstanding options | 0 | No stock options outstanding |
| Unvested RSUs (as of 12/31/2024) | 5,770 | Scheduled to vest May 7, 2025 |
| Shares pledged | None | Company states no shares owned by directors/officers were pledged |
| Ownership guidelines | 5x annual cash retainer (i.e., 5 × $90,000) | All non‑employee directors, except newer appointees (not including Misheff), had met the requirement as of Feb 28, 2025 |
Insider Trades & Section 16
| Item | 2024 Status |
|---|---|
| Section 16(a) filings | No known instances of noncompliance or late filings for directors/executives |
Potential Conflicts & Related-Party Exposure
- Related-party transactions: In 2024, Metallus engaged in ordinary-course transactions with Ellwood Group affiliates (a >5% shareholder), reviewed/approved by the Nominating & Corporate Governance Committee; no director-specific related-party transactions are disclosed for Misheff.
- Auditor relationship consideration: Metallus’ independent auditor is Ernst & Young LLP (auditor since 2012). Misheff is a retired former Managing Partner at EY (retired 2011). The Board affirms Audit Committee member independence and EY’s auditor independence annually; point-in-time perception risk exists due to prior affiliation, though policies/processes for independence are in place.
Governance Assessment
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Strengths
- Independent Audit Chair and designated financial expert; strong oversight of financial reporting, ICFR, and ERM; signed Audit Committee Report recommending inclusion of audited financials in the 10‑K.
- Robust ownership alignment: substantial beneficial/deferred holdings; anti‑hedging and anti‑pledging; no pledging; meets ownership guidelines.
- Engagement: Board met 8 times; 75%+ attendance by all; independent executive sessions at least quarterly; all attended the 2024 annual meeting.
- Compensation structure for directors is balanced (cash + time-based equity), with program at/near market medians and continued for 2025 without changes.
- Shareholder support: Say‑on‑pay approval ~99% in 2024; ~98% average over the past three years, signaling investor confidence in pay governance.
-
Watch items / potential risks
- Tenure and refreshment: Director since 2014 (long-tenured but below the mandatory retirement age 75); the Board conducts annual evaluations and has refreshment policies.
- Prior EY affiliation while EY is the current auditor: not a disclosed conflict under independence rules; however, investors may scrutinize perceived closeness. The Audit Committee annually reviews auditor independence and pre‑approves services.
Overall, Misheff brings deep financial oversight capabilities and governance experience as Audit Chair and financial expert, with strong alignment through equity ownership and robust independence safeguards. No director‑specific related‑party transactions or Section 16 issues were disclosed.