Kristopher R. Westbrooks
About Kristopher R. Westbrooks
Kristopher R. Westbrooks, age 46, was Executive Vice President and Chief Financial Officer of Metallus from September 2018 until his promotion to President and Chief Operating Officer effective June 16, 2025; he holds a B.S. in business and a master’s in accountancy from Miami University and is a CPA, with earlier career experience in public accounting and senior finance roles at A. Schulman, Inc. . As CFO, Metallus’ cumulative TSR moved from $209.92 at year-end 2021 to $179.77 at year-end 2024 (on a $100 base as of 12/31/2019), reflecting a strong 2021–2023 cycle but a weaker 2024, while 2024 net sales were $1,084.0M and Adjusted EBITDA was $77.7M versus $1,362.4M and $169.0M in 2023 . The company’s 2022–2024 performance share cycle paid out at 80% of target on relative TSR, with Westbrooks earning 19,200 shares; APA (annual bonus) for 2024 paid at 29.7% of target driven by safety outperformance but EBITDA shortfall .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metallus (NYSE: MTUS) | EVP & CFO | 2018–2025 | Led finance during multi-year transformation, strengthened balance sheet and liquidity, supported share repurchases and debt reductions . |
| Metallus (NYSE: MTUS) | President & COO | 2025–present | Leads safety, manufacturing operations and supply chain; tasked to drive operational excellence and strategic alignment . |
| A. Schulman, Inc. | VP, Corporate Controller & Chief Accounting Officer | 2015–2018 | Senior finance leadership at a global materials company, overseeing accounting and controls . |
| A. Schulman, Inc. | Finance roles of increasing responsibility | 2011–2015 | Progressive finance roles building operating finance expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public Accounting | Auditor/Finance professional | Early career | Foundation in financial reporting, controls and audit rigor . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $460,688 | $482,105 | $504,350 (salary paid); 2024 salary rate approved: $508,916 |
| Target Annual Incentive (% of Salary) | 75% (plan design maintained; peer-based for CFO) | 75% (no change disclosed) | 75% |
| Actual Annual Incentive Paid ($) | $242,184 | $361,579 | $112,344 |
2025 role transition terms (President & COO): base salary $625,000; target annual incentive 85% of base; long-term incentive target $1,250,000 annually starting in 2026 (60% PSUs / 40% RSUs) .
Performance Compensation
| Annual Incentive (APA) Metric | Weighting | Target | Actual (2024) | Payout (unweighted) | Notes/Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $178.0M | $77.7M | 0% | Cash bonus; total APA payout calculated at 29.7% of target for all NEOs . |
| Adjusted Operating Cash Flow | 30% | $141.0M | $95.4M | 19.0% | Cash bonus . |
| Safety (OSHA recordable/ lost-time; PSIF action completion) | 20% | 1.50; 0.20; 70% | 2.74; 0.47; 82% | 120.0% | Cash bonus . |
| Total APA Payout | — | — | — | 29.7% of target | Committee approved payout; Westbrooks’ 2024 APA award was $112,344 . |
| Long-Term Incentive | Cycle | Metric/Structure | Target/Grant | Interim/Final Result | Payout/Vesting |
|---|---|---|---|---|---|
| Performance Shares (PSUs) | 2022–2024 | Relative TSR vs steel peer group; three nested periods equally weighted; payout 50–200% based on percentile (threshold 25th) | Westbrooks target PSUs: 24,000; grant-date value $425,760 (3/1/2022) | TSR percentiles: 44th (2022), 43rd (2023), 33rd (2024); average payout 80% | Earned 19,200 shares; value at 12/31/2024 $271,296; vests at cycle end (settled in shares) . |
| Performance Shares (PSUs) | 2023–2025 | Relative TSR; weights: 25% (1-yr), 25% (2-yr), 50% (3-yr) | Westbrooks target PSUs (3/1/2023): 18,400 | Preliminary payouts: 114.3% (2023), 50% (2024); final subject to 3-yr certification | Settles at 12/31/2025 in shares . |
| Performance Shares (PSUs) | 2024–2026 | Relative TSR; weights: 25% (1-yr), 25% (2-yr), 50% (3-yr) | Westbrooks target PSUs (3/1/2024): 16,500; grant-date fair value $309,045 | First period (2024) ≈23rd percentile → preliminary 0% for 1-yr tranche | Settles at 12/31/2026 in shares . |
| Restricted Stock Units (RSUs) | Annual grants | Time-based, 3-year cliff vest | 2024 grant: 16,500 RSUs; fair value $340,890; vests 3/1/2027 | — | Vests on schedule; holding requirements apply until ownership targets met . |
| Transformation Incentive PSUs | 12/15/2023–12/31/2026 | 7 stock-price hurdles based on 20-day average closing price; pays in 2027/2028 if achieved | Westbrooks award size: 20,000 reported in outstanding awards table | As of 12/31/2024, no price hurdles achieved | Pays only if goals met; otherwise forfeited . |
Equity Ownership & Alignment
- Stock ownership guidelines: CFO required to hold 3× base salary; all NEOs, including Westbrooks, were in compliance as of Feb 28, 2025; shares must be retained net of taxes until guideline met . Anti-hedging and anti-pledging policies apply to all officers and directors .
- Beneficial ownership: 177,717 common shares; options exercisable: 32,856; percent of class: less than 1%; none of his shares were pledged .
- Outstanding equity at 12/31/2024:
- Unvested RSUs: 24,000 (2022 grant), 18,400 (2023 grant), 16,500 (2024 grant); market values $339,120, $259,992, $233,145 respectively .
- Unearned PSUs (equity incentive awards): 18,400 (2023 cycle); 20,000 (Transformation Incentive 12/15/2023); 8,250 (2024 cycle threshold); market values $259,992, $282,600, $116,573 respectively (valued at $14.13) .
- Options: 1,760 (9/24/2018, $14.34), 10,344 (3/1/2019, $12.45), 20,752 (3/2/2020, $5.26); all fully exercisable; expirations 2028/2029/2030 .
- 2024 exercises/vesting: exercised 39,866 options (value realized $517,887) and 59,600 shares vested from stock awards (value realized $1,105,960) .
Employment Terms
- Severance agreements:
- Change-in-control (double trigger) cash severance multiple of 3× (salary + greater of target bonus in termination year or change-in-control year) for Westbrooks; health/welfare continuation and outplacement included; equity accelerates under loss-of-equity or qualifying termination post-CIC .
- Involuntary termination without cause (non-CIC): 1.5× (salary + highest annual incentive in prior 5 years, not to exceed target); RSUs and PSUs prorated for months elapsed and continue to vest per normal schedule; options vest if scheduled within severance period and are exercisable up to three years .
- Clawback: NYSE-compliant Compensation Recovery Policy (effective 11/1/2023) mandates recovery of excess incentive-based compensation following accounting restatements; additional misconduct-based clawbacks remain in effect .
- Insider trading/10b5-1: pre-clearance required, trading only within window periods or under approved Rule 10b5-1 plans; strict anti-hedging/pledging rules .
- Non-compete/confidentiality: covenants included in exchange for severance benefits (duration/scope not specifically disclosed) .
Compensation Structure Analysis
- Mix and risk profile: For 2024, CFO target pay included 75% APA (at-risk cash) and a 50/50 mix of PSUs and RSUs; PSUs are fully performance-based on relative TSR with a 50% weighting to the full three-year period, reinforcing long-term alignment . 2024 APA paid at 29.7% of target due to EBITDA shortfall (0% payout) and safety outperformance (120%), demonstrating formulaic pay-for-performance discipline without discretionary uplift .
- Peer benchmarking: CFO pay practices benchmarked near the 50th percentile of the compensation peer group; peer sets were refreshed for 2025, maintaining steel/related-industry comparability .
- Shareholder feedback: Say-on-pay supported by ~99% of votes in 2024, indicating strong investor endorsement of pay design .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Sales ($M) | $1,329.9 | $1,362.4 | $1,084.0 |
| Adjusted EBITDA ($M) | $172.2 | $169.0 | $77.7 |
| Company TSR (Value of $100 from 12/31/2019) | $231.17 | $298.35 | $179.77 |
- Major initiatives and achievements: Secured $99.75M U.S. Army funding (received $53.5M in 2024) to commission key assets; executed $64.3M of capital investments in 2024; repurchased ~2.0M shares at $18.45 average, and reduced convertible notes to $5.5M principal by year-end; maintained total liquidity of $458.6M .
- Execution risk: 2024 underperformance reflected weak demand and lower utilization, unfavorable raw material spread, and higher manufacturing costs; Adjusted EBITDA target setting remained challenging but attainable per the committee’s ex-ante view .
Equity Ownership & Alignment (Detailed)
| Ownership/Guidelines | Status |
|---|---|
| Beneficial ownership | 177,717 shares; <1% of outstanding; options exercisable 32,856; none pledged . |
| RSUs/PSUs outstanding (12/31/2024) | RSUs: 24,000 (2022), 18,400 (2023), 16,500 (2024); PSUs: 18,400 (2023 cycle), 20,000 (Transformation), 8,250 (2024 threshold) . |
| Ownership guidelines | CFO requirement 3× salary; in compliance as of 2/28/2025; shares retained net of taxes until met . |
| Hedging/pledging | Prohibited; strict anti-hedging policy (no shorts, options, collars) and anti-pledging . |
Investment Implications
- Alignment and incentives: Westbrooks’ compensation ties materially to profitability (APA: EBITDA and cash flow) and long-term relative TSR (PSUs), with robust ownership/holding requirements and anti-hedging/pledging policies—favorable for shareholder alignment .
- Retention and succession: The promotion to President & COO with higher variable compensation (85% target bonus; $1.25M LTI target from 2026) signals board confidence and incentivizes operational execution across safety, manufacturing, and supply chain—a positive for transformation continuity .
- Trading signals: 2024 saw option exercises and sizeable share vesting; while not indicative of open-market sales on their own, they can create mechanical supply via tax withholding; anti-pledging reduces forced selling risk .
- Risk watch: EBITDA sensitivity to demand/utilization and raw material spreads remains high; severance/change-in-control economics for Westbrooks (3× multiple) imply board willingness to maintain executive stability through corporate events, but also represent potential cost in a CIC scenario .
Key takeaway: Pay design is disciplined and performance-linked; promotion elevates operational accountability. Monitor APA metrics cadence, relative TSR outcomes for 2023–2025 and 2024–2026 PSUs, and capital project milestones tied to U.S. Army funding.