Kenneth V. Garcia
About Kenneth V. Garcia
Kenneth V. Garcia (age 55) has served on the Metallus Inc. Board since 2021 and is currently an independent director under NYSE standards . He is Co‑Founder & President of WarmHub, Inc. (since Oct 2024), previously an executive fellow at Q2 Software Inc. (Nov 2019–Sep 2024), co‑founder and president of PrecisionLender (May 2009–Oct 2019), and earlier CFO & General Counsel at Ecovation, Inc. . He is nominated for re‑election to a three‑year term expiring at the 2028 annual meeting and has agreed to continue serving if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WarmHub, Inc. | Co‑Founder & President | Oct 2024–present | Technology leadership; software development tools |
| Q2 Software Inc. | Executive Fellow | Nov 2019–Sep 2024 | Assisted board and leadership on long‑term planning for M&A, talent, product roadmap |
| PrecisionLender | Co‑Founder & President | May 2009–Oct 2019 | Built fintech platform; led operations until acquisition by Q2 Software |
| Ecovation, Inc. | CFO & General Counsel | Earlier career (dates not specified) | Finance and legal leadership in waste‑stream technology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | None |
| Private company roles | WarmHub, Inc. | Oct 2024–present | Co‑Founder & President |
Board Governance
- Independence: The Board determined Garcia is independent and free of material relationships per NYSE standards .
- Leadership: Metallus separates Chair and CEO; independent directors chair all standing committees (Audit, Compensation, Nominating) .
- Committee assignment: Garcia chairs the Compensation Committee (became chair May 7, 2024) .
- Attendance: In 2024, the Board met 8 times; all incumbent directors attended ≥75% of Board and committee meetings; independent directors held executive sessions at least quarterly .
- Elections: Majority voting policy requires resignation submission if “withhold” votes exceed “for” in uncontested elections, with Board review and disclosure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $90,000 | Paid to each non‑employee director (no meeting fees) |
| Compensation Committee chair fee | $15,000 | Chair retainers per committee schedule |
| 2024 cash fees (Garcia) | $99,750 | Reflects retainer plus chair fees, prorated after May 7, 2024 chair appointment |
| Meeting fees | $0 | Company does not pay director meeting fees |
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 7, 2024 | 5,770 | $119,151 | 1‑year; scheduled to vest on May 7, 2025 |
| Annual target equity value (context) | 2024 | — | ≈$120,000 | RSUs generally vest on first anniversary |
| Stock options | — | 0 | — | No director had outstanding options |
Compensation Program Notes:
- Director pay structure emphasizes equity; no meeting fees; annual cash retainer; chair retainers .
- Program reviewed against peer group; continued with no changes for 2025 .
- Committee oversees clawback, hedging, pledging policies in compensation risk management .
Other Directorships & Interlocks
| Item | Status | Evidence |
|---|---|---|
| Other public company boards | None | Director nominees table shows “0” for Garcia |
| Compensation Committee interlocks | None in 2024 | No related‑party relationships; no cross‑committee executive officer interlocks |
| Independence of Compensation Committee | All members independent (NYSE) | Committee membership and independence confirmation |
Expertise & Qualifications
- Technology, cyber/IT: Founder/operator in software tools; fintech leadership at PrecisionLender; advisory role at Q2 on product roadmap .
- Finance and legal: Former CFO and General Counsel; experience in M&A planning .
- Human capital and compensation oversight: Chairs Compensation Committee; responsibilities include executive compensation design, ownership guidelines, succession planning, and clawback/hedging policy oversight .
Equity Ownership
| Metric (as of Feb 28, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 89,768 | Percent of class “*” (less than 1%) |
| Deferred common shares | 36,768 | Via Director Deferred Compensation Plan |
| Unvested RSUs (scheduled to vest May 7, 2025) | 5,770 | 2024 annual grant |
| Outstanding options | 0 | Options detail table shows 0 |
| Shares pledged as collateral | None | Company prohibits pledging; proxy confirms none pledged |
| Director ownership guideline | 5× annual cash retainer | Counts owned shares + unvested RSUs |
| Guideline compliance | Achieved (as of Feb 28, 2025) | All non‑employee directors except specified recent appointees had met guideline |
Say‑on‑Pay & Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Withheld/Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Kenneth V. Garcia | 31,700,504 | 329,640 | — | 6,499,314 |
| Say‑on‑Pay (Advisory) | 31,666,789 | 310,746 | 52,606 | 6,499,317 |
| Auditor Ratification (EY) | 38,115,720 | 379,583 | 34,155 | — |
Interpretation: Strong shareholder support for Garcia’s re‑election and for executive compensation indicates confidence in board oversight and pay practices .
Governance Assessment
- Board effectiveness: Garcia’s technology/finance background and leadership of the Compensation Committee align with Metallus’ emphasis on aligning pay with performance and robust risk controls (ownership guidelines, clawback, anti‑hedging/pledging) .
- Independence and attendance: Confirmed independent with solid attendance norms and regular executive sessions, supporting effective oversight and engagement .
- Ownership alignment: Material shareholdings, use of deferrals, unvested RSUs, and compliance with 5× retainer guideline indicate strong “skin‑in‑the‑game” and alignment with shareholders .
- Compensation structure: Balanced mix of cash retainer and time‑based RSUs; no options and no meeting fees; program benchmarked to peers and unchanged for 2025—suggests stability and market alignment .
- Conflicts/related‑party exposure: No compensation committee interlocks or related‑party relationships requiring disclosure in 2024; anti‑hedging/pledging policies in place; none of directors’ shares are pledged—low conflict risk .
- Shareholder signals: High “for” votes for Garcia and say‑on‑pay reinforce investor confidence in governance and compensation oversight .
RED FLAGS: None identified specific to Garcia in 2024–2025 disclosures—no related‑party transactions, no options repricing, no pledging/hedging, and strong voting support .