Jamy P. Rankin
About Jamy P. Rankin
Independent director of Metallus Inc. (MTUS) since 2023; age 61. Serves on the Audit Committee and is deemed independent by the Board under NYSE standards; all Audit Committee members are financially literate and independent. Retired as President & CEO of Ford Component Sales, LLC in 2016; joined Ford Motor Company in 2001 and held senior roles including Global Director of Strategy & Vehicle Personalization and Executive Director of Dealer Development; earlier led marketing and sales at Case New Holland and Navistar. No current public company boards; formerly a director of Motorcar Parts of America, Inc.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ford Component Sales, LLC (Ford Motor Company subsidiary) | President & CEO | Until 2016 | Led Ford’s authorized component sales arm to OEMs and aftermarket; retired 2016 |
| Ford Motor Company | Global Director of Strategy & Vehicle Personalization; Executive Director of Dealer Development | 2001–2016 | Senior commercial/strategy leadership across dealer network and personalization initiatives |
| Case New Holland; Navistar | Marketing and Sales leadership | Pre-2001 | Led commercial teams in industrial/transport sectors |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Motorcar Parts of America, Inc. | Director (former) | Not disclosed | Former public company directorship; no current public boards listed for Rankin |
Board Governance
- Committee assignments: Audit Committee (member); Audit Committee chaired by Donald T. Misheff; Audit met 5 times in 2024; 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.
- Independence: Board determined Rankin is independent under NYSE rules; all Audit members are independent and financially literate.
- Board leadership: Non-executive Chairman (Ronald A. Rice); independent chairs for Audit, Compensation, and Nominating & Corporate Governance.
- Related-party oversight: Nominating & Corporate Governance Committee reviews related-party transactions; 2024 transactions with Ellwood Group (a >5% shareholder) were approved and conducted at arm’s length; no waivers granted for any director in 2024.
| 2024 Meetings and Roles | Count / Status |
|---|---|
| Board meetings | 8 (all incumbents ≥75% attendance) |
| Audit Committee meetings | 5 (member; literate & independent) |
| Executive sessions of independents | At least quarterly |
Fixed Compensation (Director – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Committee chair fees (Audit $20k; Comp $15k; Nominating $15k) | $0 (not a chair) |
| Meeting fees | $0 (company does not pay meeting fees) |
| Total cash compensation (2024) | $90,000 |
Program design notes: Non-employee director program emphasizes equity; overall annual cap $500,000 per director under 2020 Equity & Incentive Plan.
Performance Compensation (Director Equity – 2024)
| Award | Grant date | Units / Terms | Grant-date fair value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 7, 2024 | 5,770 RSUs | $119,151 | One-year; scheduled to vest May 7, 2025 |
- Structure: Director equity is time-based (no performance metrics); directors required to hold granted shares while serving; ownership guideline = 5x annual cash retainer. Deferral available for cash and stock via Director Deferred Compensation Plan.
- Options: No outstanding company stock options for any director.
- 2025 outlook: Director compensation program continued with no changes.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Rankin |
| Prior public company boards | Motorcar Parts of America, Inc. (former) |
| Compensation Committee interlocks (2024) | None among any Compensation Committee members; no related-party relationships requiring disclosure; Rankin is not on Comp Committee. |
Expertise & Qualifications
- Automotive OEM and aftermarket leadership (Ford, Case New Holland, Navistar), with strategy, dealer development, and marketing/sales depth; retired CEO credentials (Ford Component Sales).
- Audit Committee member; Board determined all Audit members are financially literate and independent, supporting financial oversight competency.
- Independent director status affirmed by the Board under NYSE standards.
Equity Ownership
| Item | Amount / Status |
|---|---|
| Beneficial ownership (common shares) | 5,200 (all deferred share units) |
| Percent of shares outstanding | <1% |
| Unvested RSUs (as of 12/31/2024) | 5,770 RSUs scheduled to vest May 7, 2025 |
| Options (exercisable/unexercisable) | 0 / 0 |
| Shares pledged as collateral | None; none of the shares owned by directors/officers are pledged; anti-pledging and anti-hedging policies in place. |
| Ownership guideline | 5x annual cash retainer ($90,000) = $450,000 guideline; unvested RSUs count toward compliance. As of Feb 28, 2025, Rankin (appointed within last four years) had not yet achieved the guideline, consistent with other newer directors. |
Governance Assessment
- Board effectiveness and independence: Rankin strengthens independent oversight on the Audit Committee; Board affirms her independence and financial literacy, with quarterly executive sessions and independent committee chairs enhancing oversight.
- Engagement and attendance: All incumbent directors met at least the 75% attendance threshold across Board/committee meetings in 2024; Board met 8 times; Audit met 5 times.
- Compensation alignment: Director pay mix balanced between cash ($90k) and equity (time-based RSUs ~$119k); no meeting fees; robust stock ownership (5x retainer) and mandatory holding policy promote alignment.
- Shareholder confidence signal: “Say-on-pay” for executives approved with ~99% support in 2024 and again highlighted positively in 2025, indicating strong investor support for governance and compensation practices.
- Conflicts and related-party exposure: No director waivers granted; related-party transactions (Ellwood Group) reviewed/approved by Nominating & Corporate Governance Committee and conducted at arm’s length; no indication of Rankin involvement.
- Risk controls: Strict insider trading, anti-hedging and anti-pledging policies; Board oversight of ERM and sustainability risks; cybersecurity oversight in place.
RED FLAGS
- None observed specific to Rankin: no pledging/hedging, no related-party ties, no overboarding (no current public boards beyond MTUS), and attendance threshold met. Monitor ongoing progress toward stock ownership guideline given recent tenure.