Ellis A. Jones
About Ellis A. Jones
Ellis A. Jones is an independent director of Metallus Inc. (MTUS), age 59, serving since 2021; he retired in April 2023 as Vice President and Chief Sustainability Officer at The Goodyear Tire & Rubber Company after progressive leadership roles spanning EHS, sustainability, manufacturing and finance, and earlier finance leadership at Nationwide Mutual Insurance Company . He is nominated for re‑election at the 2025 annual meeting and is currently a member of the Audit Committee and the Nominating & Corporate Governance Committee; he has prior public company board experience as a former director of Arconic Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goodyear Tire & Rubber Company | Vice President & Chief Sustainability Officer | Oct 2021 – Apr 2023 | Led sustainability strategy; prior roles included VP Global EHS, Sustainability & Business Continuity; manufacturing director (race tire); finance director (North America) |
| Nationwide Mutual Insurance Company | Finance Director (Office Property & Casualty Insurance) | Not disclosed | Finance leadership; cross-industry perspective |
| Goodyear (early career) | Various finance roles | Not disclosed | Foundational finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arconic Corporation | Director (former) | Not disclosed | Former public company directorship; none currently disclosed |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board determined Ellis A. Jones is independent under NYSE standards; all directors other than the CEO are independent .
- Attendance and engagement: Board met 8 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; independent directors held executive sessions at least quarterly .
- Committee cadence: Audit Committee met 5 times in 2024; Nominating & Corporate Governance met 4 times; independent chairs for Audit (Misheff), Compensation (Garcia), and Nominating (Wotring) .
- Board leadership: Non‑executive Chairman (Ronald A. Rice) provides independent oversight and shareholder engagement .
Fixed Compensation
Program structure (non‑employee directors):
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid to each non‑employee director |
| Chairman Additional Retainer | $90,000 | Paid to non‑executive Chairman |
| Committee Chair Fees (Audit) | $20,000 | Annual fee |
| Committee Chair Fees (Compensation) | $15,000 | Annual fee |
| Committee Chair Fees (Nominating & Corporate Governance) | $15,000 | Annual fee |
| Meeting Fees | None | No meeting fees |
| Equity Grant (RSUs) | ~$120,000 target | Granted post‑annual meeting; one‑year vesting; must be held while on Board |
Ellis A. Jones – 2024 Director Compensation:
| Metric | 2024 Value |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (Grant Date Fair Value) | $119,151 |
| Total | $209,151 |
| 2024 RSU Grant | 5,770 units (awarded 5/7/2024; vest 5/7/2025) |
| Outstanding Company Stock Options | None |
Performance Compensation
- Structure: Director equity awards are time‑based RSUs (no performance conditions); vest on the first anniversary of grant; directors must hold granted shares while on the Board .
Director equity grant details (Ellis A. Jones):
| Grant Date | Instrument | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| May 7, 2024 | RSUs | 5,770 | $119,151 | Vest on May 7, 2025 (one‑year) |
Performance‑linked metrics tied to director pay:
| Metric Type | Status |
|---|---|
| Performance metrics (EBITDA, TSR, ESG) linked to director equity/fees | None; director RSUs are time‑based |
Say‑on‑Pay and shareholder feedback (signal of governance confidence):
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay approval (votes cast in favor) | ~99% approval | 31,666,789 For; 310,746 Against; 52,606 Abstain; 6,499,317 Broker non‑votes |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Former public company boards | Arconic Corporation (former director) |
| Interlocks/conflicts | None disclosed; policy prohibits director significant financial interest or directorships in customers/competitors/suppliers; related‑party oversight by Nominating & Corporate Governance Committee |
Expertise & Qualifications
- Financial literacy and audit oversight: Board determined all Audit Committee members, including Jones, are financially literate; Audit Committee recommended inclusion of audited financial statements in 2024 Form 10‑K .
- Domain experience: Sustainability/EHS leadership, global manufacturing operations, finance; prior public company board experience (Arconic) .
Equity Ownership
Beneficial ownership (as of Feb 28, 2025):
| Holder | Shares Beneficially Owned | % of Class | Options (exercisable ≤ Apr 29, 2025) | Deferred Common Shares |
|---|---|---|---|---|
| Ellis A. Jones | 20,790 | <1% | 0 | 20,790 |
Ownership alignment and policies:
| Item | Status |
|---|---|
| Pledging/Hedging of company stock | Prohibited; none of directors’ shares pledged |
| Director stock ownership guideline | 5× annual cash retainer; includes unvested RSUs toward compliance |
| Compliance status (as of Feb 28, 2025) | Not yet achieved for Jones (and for Baker, Chirekos, Miller, Rankin); others have met guideline |
Governance Assessment
- Positives: Independent director with deep sustainability and EHS credentials; active on Audit and Nominating & Governance committees; Board attendance thresholds met; independent executive sessions quarterly; director equity grants and holding requirements strengthen alignment; say‑on‑pay support is strong (99% in 2024 and robust 2025 vote counts), indicating investor confidence in compensation governance .
- Potential conflicts: No Ellis‑specific related‑party transactions disclosed; related‑party activity with Ellwood Group (a >5% holder) is reviewed and approved by the Nominating & Governance Committee and conducted at arm’s‑length (ordinary course) .
- Ownership alignment: Jones has 20,790 deferred shares and no options; he has not yet met the 5× retainer ownership guideline (company notes inclusion of unvested RSUs toward compliance), which is a minor alignment shortfall to monitor as his tenure continues .
- Shareholder signals: 2025 election results show Jones received 29,941,959 “For” vs. 2,088,185 “Withheld” votes, a modest withhold count to monitor versus peers; overall slate elected and say‑on‑pay passed decisively .
RED FLAGS
- Ownership guideline not yet achieved for Jones (along with select newer directors), despite counting unvested RSUs toward compliance .
- Modest withhold votes in 2025 director election for Jones (2,088,185), warrants monitoring of investor sentiment and engagement .
Monitoring items
- Track progress toward stock ownership guideline compliance and any deferral elections that impact timing of share issuance .
- Continue surveillance for any emerging related‑party exposure; Ellwood transactions remain under committee oversight .
Metallus Inc. context: Metallus is a Metals & Mining company; 2024 Board and committee cadence supports oversight; governance framework includes independent committees, majority voting policy, anti‑hedging/anti‑pledging, clawback policy, and annual evaluations .