Melissa M. Miller
About Melissa M. Miller
Melissa M. Miller, 53, is an independent director of Metallus Inc. (MTUS) since May 7, 2024, and a nominee for election to a three-year term expiring at the 2028 annual meeting. She serves as Executive Vice President and Chief Human Resources Officer at Arconic Corporation (since April 2020), with prior HR leadership roles at Arconic Inc. and Alcoa dating back to 2005; she also serves on the board of Compass Minerals Inc. (since 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arconic Corporation | EVP & Chief Human Resources Officer | Apr 2020–present | Leads HR strategy, talent, succession, engagement, HR tech, and labor relations |
| Arconic Inc. | VP, HR, Global Rolled Products | Oct 2017–Mar 2020 | HR leadership across rolled products portfolio |
| Alcoa (predecessor to Arconic Inc.) | Multiple HR leadership roles | 2005–2017 | Strategy development, talent/workforce planning, succession, engagement, employee/labor relations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compass Minerals Inc. | Director | Since 2022 | Public company directorship; specific committee roles not disclosed in MTUS proxy |
| Arconic Corporation | EVP & CHRO | Apr 2020–present | Senior executive overseeing HR, culture, and talent |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since May 7, 2024; Class II nominee for 2025 election (term to 2028) |
| Independence | Board determined Ms. Miller is independent under NYSE standards |
| Committee assignments | Compensation Committee member (appointed May 7, 2024) |
| Committee chair roles | None; Compensation Committee chaired by Kenneth V. Garcia |
| Board meetings in 2024 | Eight board meetings |
| Committee meetings in 2024 | Compensation Committee met four times |
| Attendance | All incumbent directors attended ≥75% of aggregate board/committee meetings in 2024 |
| Executive sessions | Independent directors met in executive session at least quarterly |
Fixed Compensation
| Component | Policy/Grant | 2024 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 policy for non-employee directors | $67,500 | Prorated for service starting May 7, 2024 |
| Meeting fees | None | — | No meeting fees; program uses retainers |
| Committee chair fees | Not applicable | — | Ms. Miller is not a chair; chair fees: Audit $20k, Comp $15k, NCG $15k |
| Equity (RSUs) | Annual RSU grant target ≈$120,000; time-based | $119,151 | 5,770 RSUs granted May 7, 2024; grant-date fair value $119,151 |
| Vesting & holding | One-year vest, required holding while on Board | Vests May 7, 2025 | Required holding applies to director equity |
| Total 2024 director pay | — | $186,651 | Sum of cash and equity; per 2024 director comp table |
| Deferred comp | Available plan | Not disclosed | Directors may elect to defer cash/stock; elections not disclosed for Ms. Miller |
Performance Compensation
| Award Type | Performance Metric(s) | Weighting | Vesting/Measurement |
|---|---|---|---|
| RSUs (directors) | None (time-based) | N/A | Vest on first anniversary of grant date; 2024 grant vests May 7, 2025 |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Conflicts |
|---|---|---|---|
| Compass Minerals Inc. | Director | Since 2022 | No compensation committee interlocks or related-party relationships disclosed for Compensation Committee members (includes Ms. Miller) in 2024 |
Expertise & Qualifications
- Senior HR executive with deep expertise in HR strategy, talent management, succession planning, employee engagement, HR technology, and labor relations; prior leadership across Alcoa/Arconic platforms .
- Public company board experience (Compass Minerals) and exposure to manufacturing and materials industries via Arconic .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Unvested RSUs | Options | Pledged Shares | Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|---|---|
| Melissa M. Miller | — | <1%* | 5,770 (scheduled to vest May 7, 2025) | 0 (no director stock options outstanding) | None of directors’/officers’ shares pledged | Directors must hold ≥5× annual cash retainer; unvested RSUs count | As of Feb 28, 2025, Ms. Miller had not yet met guideline (consistent with recent appointees) |
| *Percent of class less than 1%. |
Insider Trading & Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | No delinquencies | Based on MTUS review of SEC filings and representations |
| Insider Trading Policy | Pre-clearance required; trade only in window periods or under approved 10b5-1 plan | Applies to directors; details on plan requirements and prohibited transactions |
| Anti-hedging/pledging | Prohibited for directors | Short sales, options, collars, margin accounts, and pledging forbidden |
Governance Assessment
- Positive signals: Independent status; active on Compensation Committee overseeing executive pay, stock ownership guidelines, succession, and human capital; committee uses independent consultant (Meridian); no interlocks or related-party relationships for Compensation Committee members; robust anti-hedging/anti-pledging and clawback policies; independent chair structure with regular executive sessions; Section 16 compliance clean .
- Alignment: Director pay mix emphasizes equity via annual RSUs and required holding; strong ownership guidelines (5× cash retainer) though Ms. Miller, as a recent appointee, has not yet met the guideline; unvested RSUs count toward compliance, and vest in May 2025 .
- Workload/overboarding risk: She serves as an operating executive (EVP & CHRO, Arconic) and sits on two boards (MTUS and Compass Minerals); MTUS’s policy allows up to three other public boards for non-executive directors, so her commitments are within company limits .
- Potential conflicts: No personal related-party transactions or Compensation Committee interlocks disclosed; company-level related-party transactions with a 10% holder (Ellwood Group) were approved by Nominating & Corporate Governance Committee and described as ordinary-course and arm’s-length .
- Say-on-pay environment: Strong shareholder support (≈99% approval in 2024), indicating investor confidence in compensation governance overseen by the Compensation Committee .
RED FLAGS
- Not yet at director stock ownership guideline as of Feb 28, 2025, consistent with recent appointees; minimal personal shareholdings (beneficial ownership “—”) may limit perceived “skin in the game” until RSUs vest and additional holdings accumulate .