Kevin A. Raketich
About Kevin A. Raketich
Executive Vice President and Chief Commercial Officer of Metallus Inc. (MTUS). Beneficial owner of 115,010 common shares, with 61,500 stock options currently exercisable; none of his shares are pledged as collateral and he is in compliance with executive stock ownership guidelines (2× base salary requirement, met as of Feb 28, 2025) . 2024 compensation emphasizes pay-for-performance: 60% target annual incentive opportunity tied to adjusted EBITDA, adjusted operating cash flow, and safety; his 2024 APA payout was $61,086 as company results delivered below-target profitability and cash flow but above-target safety . Company-level performance over 2024: net sales $1,084.0M, net income $1.3M, adjusted EBITDA $77.7M; 2022–2024 PSU cycle paid at 80% of target based on relative TSR (33rd percentile in 2024; cumulative TSR ~2.3%) .
Past Roles
Not disclosed in the latest proxy materials reviewed.
External Roles
Not disclosed in the latest proxy materials reviewed.
Fixed Compensation
Multi-year compensation (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $307,125 | $326,417 | $342,792 |
| Stock Awards ($) | $564,696 | $1,615,054 | $610,545 |
| Option Awards ($) | $0 | $0 | $0 |
| Non-Equity Incentive Plan Compensation ($) | $126,858 | $195,850 | $61,086 |
| Change in Pension Value ($) | $0 | $81,797 | $25,211 |
| All Other Compensation ($) | $27,221 | $21,984 | $24,255 |
| Total ($) | $1,025,900 | $2,241,102 | $1,063,889 |
Additional fixed compensation details (2024):
- Base salary rate effective Mar 16, 2024: $345,895; target annual incentive opportunity: 60% of base salary .
- “All other compensation” components: Company SIP contribution $15,525; post-tax savings benefit $7,276; life insurance imputed income $1,455; no personal use of country club dues recorded .
Performance Compensation
Annual incentive plan (APA) metrics and 2024 outcomes (company-wide):
| Metric | Weighting | Target | Actual | Payout % (unweighted) | Payout % (weighted) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $178.0M | $77.7M | 0% | 0% |
| Adjusted Operating Cash Flow | 30% | $141.0M | $95.4M | 19.0% | 5.7% |
| Safety (OSHA recordable rate, lost-time rate, PSIF action completion) | 20% | 1.50; 0.20; 70% | 2.74; 0.47; 82% | 120.0% | 24.0% |
| Total APA Payout | — | — | — | — | 29.7% |
Individual APA mechanics for Kevin A. Raketich (2024):
- Target APA dollars: $207,537; Award paid: $61,086 (29.7% of target × salary paid) .
Long-term incentives (granted Feb 2024):
- RSUs: 15,500 units; three-year cliff vest on Mar 1, 2027 .
- Performance Shares (PSUs): 15,500 target units; 2024–2026 cycle uses relative TSR with nested 1-, 2-, and 3-year periods (25%/25%/50% weight), threshold at 25th percentile=50% payout, maximum at 90th percentile=200% payout; 1st-year preliminary payout calculated at 0% based on ~23rd percentile; final payout certified after cycle end .
Prior PSU cycle realized (2022–2024):
- Payout: 80.0% of target (average of nested periods); for Kevin: 10,560 shares earned vs. 13,200 target; realized value $149,213 at $14.13 close on Dec 31, 2024 .
Transformation Incentive Grant (Dec 15, 2023):
- Additional PSUs tied to seven stock-price goals for 12/1/2023–12/31/2026; pays in two installments in 2027 and 2028 if earned; as of Dec 31, 2024, no goals achieved .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 115,010 common shares; <1% of outstanding class (42,107,991 shares outstanding) |
| Options (current exercisable) | 61,500 options exercisable by Apr 29, 2025 |
| Unvested RSUs | 13,200 (3/1/2022 grant); 17,300 (3/1/2023 grant); 15,500 (3/1/2024 grant) |
| Unearned PSUs | 17,300 (3/1/2023 cycle target, market value $244,449 at $14.13); 7,750 (3/1/2024 cycle threshold units, $109,508); 20,000 (Transformation Incentive Grant units, $282,600) |
| Ownership Guidelines | 2× base salary for non-CEO NEOs; Kevin is in compliance as of Feb 28, 2025 |
| Anti-Pledging/Hedging | Company prohibits pledging and hedging; none of Kevin’s shares are pledged |
Option grant detail (exercisable; strike/expiry):
| Grant Date | # Exercisable | Strike ($) | Expiry |
|---|---|---|---|
| 1/29/2015 | 3,200 | 29.00 | 1/29/2025 |
| 2/17/2016 | 8,200 | 7.46 | 2/17/2026 |
| 2/15/2017 | 7,800 | 17.46 | 2/15/2027 |
| 2/14/2018 | 8,400 | 16.57 | 2/14/2028 |
| 3/1/2019 | 10,600 | 12.45 | 3/1/2029 |
| 3/2/2020 | 26,500 | 5.26 | 3/2/2030 |
Vesting schedules:
- RSUs: 3-year cliff vest on third anniversary of each grant (e.g., 3/1/2022 vests 3/1/2025; 3/1/2023 vests 3/1/2026; 3/1/2024 vests 3/1/2027) .
- Annual PSUs: settle after 3-year cycles based on relative TSR (nested periods with updated 50% weight on 3-year period for 2023–2025 and 2024–2026 cycles) .
Employment Terms
Severance economics and triggers:
- Change-in-control: 2× multiple of base salary + greater of current-year target incentive or change-in-control year target; double-trigger equity vesting; continuation of health & welfare benefits; no excise tax gross-ups (best-net approach applies) .
- Involuntary termination without cause (no change-in-control): 1.5× base salary + target bonus; prorated RSUs/PSUs with normal vest; continuation benefits; non-compete and confidentiality covenants .
- Retirement/death/disability: pro-rata treatment for annual PSUs; transformation PSUs vest based on performance through event date; RSUs continue normal vesting for qualified retirement; immediate vest for death/disability (options exercise windows apply) .
Illustrative termination values (as of Dec 31, 2024):
| Scenario | Cash Severance ($) | Equity ($) | Retirement Benefits ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause | $891,234 | $1,076,946 | $0 | $45,500 | $2,013,680 |
| Change in control (qualifying termination) | $1,167,950 | $1,101,278 | $0 | $54,000 | $2,323,228 |
| Death & disability | $0 | $873,785 | $0 | $0 | $873,785 |
| Retirement | $0 | $873,785 | $28,789 | $0 | $902,574 |
Clawback:
- NYSE-compliant Compensation Recovery Policy adopted Nov 1, 2023; mandatory recovery of excess incentive-based compensation in event of restatement; additional misconduct-based clawbacks remain in effect .
Deferred compensation and pension:
- Deferred compensation plan frozen; Kevin’s aggregate balance at Dec 31, 2024: $137,332; 2024 withdrawals $(62,647); 2024 earnings $15,771 (prime+1% crediting) .
- SERP present value: $186,198; Qualified Plan lump-sum distribution paid in May 2024: $823,252 following plan termination and annuity purchase with Prudential .
Perquisites and governance:
- No tax gross-ups for executive benefits or golden parachutes; limited perquisites (country club access; personal expenses not reimbursed) .
Investment Implications
- Alignment: High at-risk pay design with (i) APA metrics linked to profitability, cash generation, and safety, and (ii) PSUs tied to relative TSR with heavier weight on the 3-year period; Kevin’s ownership guideline compliance and no pledging/hedging strengthen alignment .
- Retention and supply overhang: Significant unvested RSUs and PSUs with multi-year cliff and cycle settlements (2025–2027), plus long-dated options across 2025–2030, suggest retention focus and a staggered cadence of potential share delivery; note 2015 options expiring in 2025 present a near-term decision point but do not by themselves imply selling pressure .
- Pay-for-performance sensitivity: 2024 APA payout at 29.7% of target underscores downside sensitivity when profitability/cash generation underperform; 2022–2024 PSU payout at 80% reflects below-median TSR outcomes, limiting realized value (63.7% of target implied for the cycle) .
- Governance and risk: Strong shareholder-friendly features (no excise tax gross-ups, double-trigger equity, robust clawback, anti-hedging/pledging; 2024 say-on-pay support ~99%) reduce governance risk and pay inflation concerns; severance terms (2× COC multiple; 1.5× without cause) are within market norms .