John M. Zaranec III
About John M. Zaranec III
John M. Zaranec III is Executive Vice President and Chief Financial Officer of Metallus Inc. (MTUS), appointed effective June 16, 2025; he was 44 at appointment and holds a bachelor’s degree in business and a master’s degree in accountancy from Miami University . Prior roles include Materion Corporation Division CFO (Performance Materials), Chief Accounting Officer, Corporate Controller & Investor Relations, and finance roles at The Timken Company . Company context at his arrival: 2024 sales were approximately $1.1 billion , and executive incentives are tied to adjusted EBITDA, adjusted operating cash flow, and safety—demonstrating pay-for-performance with a 29.7% payout of target for NEOs in 2024 amid weaker demand and lower profitability . As CFO, Zaranec has publicly outlined operational and financial priorities (pricing actions, cost management, maintenance scheduling, labor negotiations, process optimization targeting ~$10 million annual savings), signaling execution focus during 2H25 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Materion Corporation | Division CFO – Performance Materials | Aug 2023–Jun 2025 | Led finance strategy for Performance Materials; investor engagement, FP&A, forecasting, team development |
| Materion Corporation | Chief Accounting Officer | May 2022–Aug 2023 | Led accounting, reporting; strengthened governance and controls |
| Materion Corporation | VP, Corporate Controller & Investor Relations | Apr 2021–May 2022 | Oversaw controllership and IR; enhanced external communications |
| The Timken Company | Finance roles of increasing responsibility | Sep 2018–Apr 2021 | Industrial finance leadership; operational analytics in engineered bearings and motion |
External Roles
No public company directorships or external board roles are disclosed for Zaranec .
Fixed Compensation
| Component | Value | Start/Effective | Notes |
|---|---|---|---|
| Base Salary | $450,000 | Jun 16, 2025 | Initial base for EVP & CFO |
| Sign-on Cash Bonus | $100,000 | Jun 16, 2025 | One-time new hire bonus |
| Benefits & Indemnification | Standard executive programs | Jun 16, 2025 | Indemnification agreement per company form |
Performance Compensation
| Incentive Type | Metric(s) | Target Opportunity | Payout Range | Grant/Vesting | Design Details |
|---|---|---|---|---|---|
| Annual Performance Award (APA) | Adjusted EBITDA, Adjusted Operating Cash Flow, Safety | 65% of base salary ($292,500) | 0%–200% of target | Annual | Safety metric comprises OSHA lost-time & recordable rates (lagging, 40%) and PSIF action completion (leading, 60%); 2024 plan paid 29.7% of target for NEOs based on actuals |
| Sign-on RSUs | Time-based | ~$500,000 grant value | n/a | Vests ratably over 3 years from grant date | Shares determined by 5-day average closing price before Jun 16, 2025 |
| Long-Term Incentive (from 2026) | PSUs (60%), RSUs (40%) | $600,000 annual target | PSU payout per plan | PSU over three-year TSR periods; RSUs time-based | PSU tied to relative TSR versus steel peer group for overlapping 1-, 2-, 3-year periods beginning Jan 1, 2024; general program design applies to executives |
2024 APA Program Outcome (context)
| Metric | Weighting (Program) | Target vs Actual | Payout (Unweighted) | Notes |
|---|---|---|---|---|
| Adjusted EBITDA | Not specified | Below threshold | 0% | Profitability below threshold in 2024 |
| Adjusted Operating Cash Flow | Not specified | Above threshold but below target | 19.0% | Unweighted payout % |
| Safety | Not specified | Mixed (LTIR, recordable below threshold; PSIF actions > max) | 120.0% | Unweighted payout % |
| Total APA Payout | n/a | n/a | 29.7% of target | Approved for each NEO |
Equity Ownership & Alignment
- Stock Ownership Guidelines: CFOs must hold shares equal to 3× base salary; includes owned shares and RSUs still subject to forfeiture; excludes options and PSUs until earned . For Zaranec, the requirement equals ~$1.35 million based on his initial salary .
- Holding Requirement: Must retain net shares earned until ownership guideline met .
- Anti-Pledging & Anti-Hedging: Executives prohibited from pledging company stock, hedging (short sales, options, collars, forwards), and margin accounts; trades require pre-clearance and window compliance or compliant Rule 10b5-1 plans .
- Options: Equity mix relies on RSUs/PSUs; option awards for NEOs were $0 in 2024, indicating options are not currently used .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Agreement | Form used since 2020; Zaranec to enter effective Jun 16, 2025 . Multiples: 2.0× base + target bonus if qualifying termination within two years following a change in control (double-trigger construct); 1.5× base + target bonus if involuntary termination without cause outside of change-in-control context . |
| Equity Treatment on CoC | If equity not continued/replaced equivalently or terminated involuntarily/for good reason post-CoC, unvested equity vests; options exercisable for three years post-event (subject to applicable award terms) . |
| Benefits Continuation & Outplacement | Health and welfare benefits continued during severance period; outplacement provided . |
| Clawback Policy | Incentive compensation recoupment policy maintained . |
| Indemnification | Officer indemnification agreement per company form (referenced to 2017 10-K exhibit) . |
Performance & Track Record
- CFO Execution Signals (Q2 2025 earnings call): Outlined shipping outlook, pricing actions ($100/ton tubing increase effective Nov 1), maintenance timing (~$15M in 2H with ~$5M in Q3 and ~$10M in Q4), higher electricity costs, labor negotiations (USW) with $3–$5M nonrecurring negotiation costs, guided Q3 adjusted EBITDA modestly lower than Q2, and launched process optimization targeting ~$10M annual savings ramping through 2026 .
- Corporate Scale at Appointment: 2024 sales ~$1.1B; ~1,880 employees; U.S.-based specialty metals producer .
Board Governance
Zaranec serves as an executive officer (EVP & CFO), not as a director; governance program features include independent committees, anti-hedging/anti-pledging, ownership and holding requirements, and clawback policy .
Compensation Peer Group & Benchmarking
Executive pay positioning references peer analyses and Meridian as independent consultant for program benchmarking; PSU metric uses relative TSR versus steel peer group; CFO ownership guideline is 3× base salary .
Fixed Compensation (Detail Table)
| Item | Amount | Date/Period | Vesting/Terms |
|---|---|---|---|
| Base Salary | $450,000 | Effective Jun 16, 2025 | Ongoing |
| Sign-on Cash | $100,000 | Grant Date Jun 16, 2025 | One-time bonus |
| Sign-on RSUs | ~$500,000 | Grant Date Jun 16, 2025 | Vests ratably over 3 years |
Performance Compensation (Detail Table)
| Incentive | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| APA (2025 plan design) | Adjusted EBITDA; Adjusted Operating Cash Flow; Safety | 65% of base ($292,500) | Not disclosed | 0–200% of target | Annual cash |
| LTI (from 2026) | Relative TSR PSUs (60%); RSUs (40%) | $600,000 annual target | Not applicable | PSU per plan | PSUs over 3 years; RSUs time-based |
| Sign-on RSUs | Time-based | ~$500,000 | n/a | n/a | Ratable over 3 years |
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited for executives—reduces alignment risk from collateralized loans or hedge overlays .
- Tax Gross-ups: Company does not provide tax gross-ups for executive benefits; severance uses “best-net” approach (no excise tax gross-up) .
- Option Repricing: No indication of option grants/repricing; NEO option awards were $0 in 2024 .
- Clawback & Windows: Pre-clearance and window periods required; Rule 10b5-1 controls enforced .
Equity Ownership & Alignment (Program Features)
| Policy | CFO Requirement | Compliance Status |
|---|---|---|
| Stock Ownership Guideline | 3× base salary (includes RSUs; excludes options/PSUs) | Zaranec’s specific compliance not disclosed; retention of net shares until met |
Employment Terms (Severance & CoC Economics)
| Scenario | Cash Multiple | Base Included | Bonus Included | Equity Treatment | Other |
|---|---|---|---|---|---|
| Qualifying termination within two years following CoC | 2.0× | Yes | Target bonus | Unvested equity vests in specified circumstances; options exercise extended to 3 years | Benefits continuation; outplacement |
| Involuntary termination without cause (no CoC) | 1.5× | Yes | Target bonus | Per award terms | Benefits per agreement |
Investment Implications
- Alignment: CFO ownership guideline of 3× salary, anti-pledging/hedging, and clawback policy strengthen alignment and reduce hedging-related misalignment risk .
- Retention: Sign-on cash ($100k) and RSUs (~$500k) plus future LTI ($600k target annually from 2026) create multi-year vesting and equity participation that mitigate near-term attrition risk; severance economics (1.5×/2.0×) reflect market-standard double-trigger CoC protection .
- Pay-for-Performance Signals: APA metrics emphasize cash flow, EBITDA, and safety; 2024 underperformance led to a 29.7% payout for NEOs, showing Committee discipline—suggesting potential variability in Zaranec’s APA realizations tied to operational delivery .
- Execution Focus: CFO commentary highlights pricing actions, cost controls, labor negotiations, and targeted process optimization with ~$10M annual savings—key near-term levers that could influence bonus outcomes and investor sentiment .
- Trading Signals: Prohibition on pledging/hedging and window/pre-clearance requirements reduce opportunistic trading risk; any future Form 4 activities would likely reflect scheduled 10b5-1 plans, muting short-term insider selling pressure .
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