Kristine C. Syrvalin
About Kristine C. Syrvalin
Executive Vice President, General Counsel and Chief Human Resources Officer at Metallus Inc. (MTUS) since May 2022; previously EVP, General Counsel & Secretary (Jan 2021–May 2022) and Assistant General Counsel & VP – Ethics & Compliance (Oct 2014–Jan 2021). Age 56; BA from Miami University (Ohio) and JD from Case Western Reserve University School of Law . Company performance under her tenure shows disciplined pay-for-performance: 2024 APA payout was 29.7% of target as adjusted EBITDA missed threshold while safety metrics exceeded target; 2022–2024 PSU cycle paid 80% of target with cumulative TSR ~2.3% vs peer group percentiles of 44th, 43rd, and 33rd over successive periods . Multi-year fundamentals reflect cyclical pressure: revenues declined FY 2022→2024 while EBITDA margins contracted (see table below; EBITDA/margins from S&P Global*).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metallus Inc. | Executive Vice President, General Counsel & CHRO | Since May 2022 | Combined legal and HR leadership during transformation and safety focus |
| Metallus Inc. | EVP, General Counsel & Secretary | Jan 2021–May 2022 | Oversaw legal governance; supported executive compensation program |
| Metallus Inc. | Assistant General Counsel & VP – Ethics & Compliance | Oct 2014–Jan 2021 | Led ethics/compliance programs |
| OMNOVA Solutions Inc. | Vice President, Assistant General Counsel & Corporate Secretary | Sep 2001–Oct 2014 | Legal and corporate secretary leadership at a global specialty materials manufacturer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OMNOVA Solutions Inc. | VP, Assistant GC & Corporate Secretary | Sep 2001–Oct 2014 | Supported governance at a global manufacturer of emulsion polymers and specialty chemicals |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (actual paid) | $323,750 | $356,125 | $385,990 |
| Base Salary Rate (approved for 2024 cycle) | — | — | $392,040; +8.0% YoY |
| Target Annual Bonus (% of base) | 60% | 60% | 60% |
| Actual Annual Bonus Paid | $147,097 | $213,675 | $68,783 |
| All Other Compensation | $15,258 | $24,089 | $28,599 |
| Total Compensation | $1,067,913 | $2,166,963 | $1,058,466 |
Performance Compensation
Annual Performance Award (APA) – 2024
| Metric | Weight | Target | Actual Result | Payout Contribution |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $178.0M | $77.7M | 0.0% |
| Adjusted Operating Cash Flow | 30% | $141.0M | $95.4M | 5.7% |
| Safety (OSHA recordable, lost-time, PSIF actions) | 20% | 1.50 rec.; 0.20 lost-time; 70% PSIF | 2.74 rec.; 0.47 lost-time; 82% PSIF | 24.0% |
| Total APA Payout | — | — | — | 29.7% of target |
Long-Term Incentives (LTI) – 2024 Grants
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting / Performance |
|---|---|---|---|---|
| RSUs | Mar 1, 2024 | 14,600 | $301,636 | Cliff vest Mar 1, 2027 |
| Performance Shares (PSUs) | Mar 1, 2024 | 14,600 target | $273,458 (at target) | Relative TSR over 2024–2026; payout 0–200% |
PSU Outcomes – Prior Cycle
| PSU Cycle | Metric | Outcome |
|---|---|---|
| 2022–2024 | Relative TSR vs steel peers; measured across 1-, 2-, 3-year sub-periods | 80% of target shares earned; cumulative TSR ~2.3%; percentiles: 44th (2022), 43rd (2023), 33rd (2024) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 79,408 shares; <1% of class |
| Stock Options (exercisable by Apr 29, 2025) | 18,602 shares |
| Unvested RSUs from 2024 grant | 14,600 units; vest Mar 1, 2027 |
| Unvested PSUs from 2024 grant | 14,600 target units; 2024–2026 TSR cycle |
| Ownership Guidelines | 2× base salary for other NEOs; all NEOs met guidelines as of Feb 28, 2025 |
| Pledging/Hedging | Company prohibits pledging and hedging; none of the executive/director shares are pledged |
Employment Terms
| Provision | Terms |
|---|---|
| Role start dates | EVP, GC & CHRO since May 2022; prior roles since 2014 within Metallus |
| Annual Incentive Targets | Adjusted EBITDA (50%), adjusted operating cash flow (30%), safety (20%) |
| LTI Mix | Approx. 50% PSUs and 50% RSUs for non-CEO NEOs in 2024–2025 |
| Severance (post-CIC) | 2× multiple of base + greater of target bonus (termination year or CIC year); double-trigger equity vesting if not continued/replaced or termination with good cause/involuntary; health/welfare continuation and outplacement; no excise tax gross-up (“best-net” approach) |
| Potential Payments (as of Dec 31, 2024) | Termination without cause: Cash $1,009,679; Equity $985,186; Other benefits $45,500; Total $2,040,365 . Change in control: Cash $1,323,311; Equity $1,053,943; Other benefits $54,000; Total $2,431,254 . |
| Clawback | NYSE-compliant Compensation Recovery Policy effective Nov 1, 2023; 3-year lookback for excess incentive-based comp after restatements; additional misconduct-based clawbacks remain in plans |
| Insider Trading Controls | Pre-clearance, window periods, Rule 10b5-1 plan requirements; anti-hedging/margin pledging prohibited |
Company Performance Context (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $1,329.9M | $1,362.4M | $1,084.0M |
| EBITDA (USD) | $166.9M* | $122.8M* | $59.5M* |
| EBITDA Margin (%) | 12.55%* | 9.01%* | 5.49%* |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- 2024 cash bonus sharply reduced (APA payout 29.7% of target) due to adjusted EBITDA shortfall; safety overachievement cushioned payout modestly, reinforcing safety culture alignment .
- LTI emphasizes relative TSR and retention (50/50 PSUs/RSUs for non-CEO NEOs) with three-year PSU cycles and three-year cliff RSU vesting; company has not granted options since 2020, lowering risk of option repricing .
- Ownership alignment is robust: guidelines met by all NEOs; anti-pledging and anti-hedging policies enforced; no pledged shares .
- Governance support strong: Say-on-pay approval ~99% in 2024; independent compensation consultant (Meridian); committee met 4 times in 2024 .
Investment Implications
- Pay-for-performance is intact: low 2024 APA payout and sub-target PSU outcome (80%) align incentives to profitability, cash flow, and TSR, indicating limited risk of windfall compensation in downturns .
- Retention risk appears contained: meaningful unvested RSUs (vesting Mar 2027) and ongoing PSU cycles create multi-year equity anchors; severance/CIC terms are market-standard with double-trigger vesting and no tax gross-ups .
- Insider selling pressure risk low near term: no pledging allowed and no evidence of pledged holdings; however, lack of current Form 4 data limits trade signal analysis—monitor upcoming vest dates and any Rule 10b5-1 plans .
- Execution focus on safety and cash discipline: APA metrics tie pay to EBITDA and operating cash flow with safety weighting; investors should track quarterly adjusted EBITDA/OCF trends and PSU TSR percentile standings to anticipate incentive realizations .
Shareholder alignment is supported by strict ownership/holding requirements, anti-hedging/pledging policies, an NYSE-compliant clawback, and consistently strong say-on-pay outcomes (~99% in 2024). **[1598428_0001193125-25-053089_d894337ddef14a.htm:75]** **[1598428_0001193125-25-053089_d894337ddef14a.htm:76]** **[1598428_0001193125-25-053089_d894337ddef14a.htm:52]**