Mary Ellen Baker
About Mary Ellen Baker
Independent director at Metallus Inc. since 2022; age 66. Former EVP and Head of Business Services at Citizens Bank (2016–2022) and EVP of Enterprise Services at PNC Financial Services; recognized by the Board as the cybersecurity expert to strengthen oversight of technology, cybersecurity and data governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Bank | Executive Vice President and Head of Business Services | June 2016–July 2022 | Led large-scale technology, operations, cybersecurity and enterprise data initiatives; governance and risk oversight |
| PNC Financial Services Group, Inc. | Executive Vice President of Enterprise Services | Not disclosed (prior to Citizens) | Enterprise services leadership; technology and operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCR Atleos Corporation | Director | Since October 2023 | Not disclosed in MTUS proxy |
Board Governance
- Committee assignments: Audit Committee member (Audit met 5 times in 2024; chair is Donald T. Misheff; all members, including Baker, deemed financially literate and independent) .
- Independence: Board determined Baker is independent under NYSE standards; no family relationships among directors/officers .
- Attendance and engagement: Board held 8 meetings in 2024; all incumbent directors attended ≥75% of aggregate Board/committee meetings; independent directors held regular executive sessions at least quarterly; all directors attended the 2024 annual meeting .
- Leadership structure: Non-executive Chairman (Ronald A. Rice); all standing committees chaired by independent directors; regular Board/committee evaluations conducted annually .
- Cybersecurity oversight: Board appointed Baker to add technology/cybersecurity expertise; IT leadership provides regular updates and consults with the Board’s cybersecurity expert between meetings; cybersecurity program aligned with NIST framework .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $90,000 | No meeting fees; additional retainers only for chairs (Audit $20k; Comp $15k; Nominating $15k) – Baker is not a chair |
| 2024 fees earned in cash | $90,000 | Reported in 2024 Director Compensation Table |
| Program design | — | Overall cap $500,000 per director per calendar year under the Amended and Restated 2020 Equity and Incentive Compensation Plan |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Linkage |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 7, 2024 | 5,770 | $119,151 | Time-based; scheduled to vest May 7, 2025 | None (time-based RSUs; no performance metrics) |
| Annual equity target (program) | Annual meeting timing | Approximate target $120,000 | Valued at grant-date fair value | One-year vest | Directors’ equity delivered primarily via RSUs; no options outstanding |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5× annual cash retainer; unvested RSUs count; as of Feb 28, 2025, directors appointed within the last four years (including Baker, appointed 2022) had not yet reached the guideline, consistent with policy timing .
Other Directorships & Interlocks
| Company | Sector | Relationship to MTUS | Interlock/Conflict Notes |
|---|---|---|---|
| NCR Atleos Corporation | Financial technology/ATM services | Unrelated to steel manufacturing | No related-party or interlock issues disclosed; compliant with overboarding policy (limit ≤3 other boards; Baker has 1) |
Expertise & Qualifications
- Technology/cybersecurity and governance: Extensive experience in technology operations, cybersecurity, controls assurance, and enterprise data initiatives; designated by MTUS Board as cybersecurity expert to enhance oversight .
- Financial services operations: Senior leadership roles at Citizens Bank and PNC; operational scale and risk management background .
- Audit Committee literacy: Determined financially literate; supports oversight of financial reporting, controls, compliance, and ERM .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Options (Exercisable/Unexercisable) | Deferred Common Shares | Unvested RSUs |
|---|---|---|---|---|---|
| Mary Ellen Baker | 14,005 | <1% | 0 / 0 | 0 | 5,770 (vest 05-07-2025) |
- None of the shares owned by directors were pledged as security; anti-hedging and anti-pledging policies apply to directors .
Governance Assessment
- Board effectiveness: Baker strengthens MTUS oversight in cybersecurity at a time of heightened cyber risk; her Audit Committee role and independence support robust controls and ERM oversight .
- Alignment and incentives: Director pay mix emphasizes equity via time-based RSUs (no options), with strong ownership guidelines (5× cash retainer) and anti-hedging/anti-pledging policies; Baker is within the policy window to reach guidelines given 2022 appointment .
- Attendance and engagement: Meets attendance standards; participates in a Board that holds regular executive sessions and annual evaluations—positive governance signals .
- Conflicts/related-party exposure: No Baker-specific related-party transactions disclosed; broader related-party activities (Ellwood Group) reviewed and approved by Nominating & Governance Committee—no link to Baker .
- RED FLAGS: None disclosed for Baker. No pledging or hedging, no options, no reported related-party transactions, and compliant with overboarding limits .
- Shareholder sentiment: Company’s say-on-pay support remains strong (approx. 99% in 2024; ~98% average over three years), indicating investor confidence in compensation governance framework overseen by the Board .