Nicholas J. Chirekos
About Nicholas J. Chirekos
Independent Class III director of Metallus Inc. (MTUS), age 66, serving since 2022 with current term expiring in 2026; career investment banker at J.P. Morgan from 1987–2016, including Global Head of Mining & Metals (2000–2002) and North America Head of Mining (2002–2016) . Education: B.S. (University of Denver) and MBA (NYU); currently also serves on the Executive Advisory Board at the University of Denver’s Daniels College of Business . Other public boards: Peabody Energy (director since 2017; Audit Committee Chair) and New Gold Inc. (director since 2019; Chair of Corporate Governance & Nominating; member of Human Resources & Compensation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Global Head of Mining & Metals; North America Head of Mining; various investment banking roles | 1987–2016 | Led mining coverage; 25+ years in capital markets focused on mining |
External Roles
| Organization | Role | Since | Committees/Responsibilities |
|---|---|---|---|
| Peabody Energy Corporation | Director; Audit Committee Chair | 2017 | Chairs Audit Committee |
| New Gold Inc. | Director; Chair, Corporate Governance & Nominating; Member, HR & Compensation | 2019 | Governance chair; member of compensation committee |
| University of Denver – Daniels College of Business | Executive Advisory Board Member | n/a | Advisory role |
Board Governance
- Independence: Board determined Mr. Chirekos to be independent under NYSE standards; all directors except the CEO are independent .
- Committees: Member, Audit Committee (committee independent and financially literate; chaired by Donald T. Misheff) .
- Attendance and engagement: Board met 8 times in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting; independent directors held quarterly executive sessions .
- Audit oversight: Audit Committee reviewed 2024 audited financials, discussed PCAOB-required matters and auditor independence, and recommended inclusion of audited financials in the 10‑K .
- Leadership: Independent non-executive Chair; independent chairs of all standing committees; limits on director overboarding highlighted in governance framework .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual cash retainer (Director) | $90,000 | No meeting fees; additional chair fees apply only to committee chairs (not applicable to Chirekos) |
| Total cash paid (2024) | $90,000 | As reported in director compensation table |
Performance Compensation
| Award Type | Grant Date | Units / Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs | May 7, 2024 | 5,770 units; grant-date fair value $119,151 | 1-year; scheduled to vest May 7, 2025 | Time-based annual director grant; target ~ $120k for 2024 |
| RSUs | May 7, 2025 | 9,305 units (non-open market award) | Vests in full May 7, 2026 | Reported on Form 4; price per share $0 (A code) |
Notes on structure and alignment:
- Non-employee director equity grants are time-based RSUs vesting on the first anniversary of grant; target value approx. $120k in 2024; no meeting fees; overall annual director compensation capped at $500k .
- Program continued unchanged for 2025 after peer review; positioned near/below median and aligned with market practices .
Other Directorships & Interlocks
| Company | Sector | Role / Committee | Potential Interlock or Conflict |
|---|---|---|---|
| Peabody Energy | Coal mining | Director; Audit Committee Chair | No related-party transactions disclosed involving Chirekos at Metallus |
| New Gold Inc. | Gold mining | Director; Chair, Corporate Governance & Nominating; Member, HR & Compensation | No related-party transactions disclosed involving Chirekos at Metallus |
- Metallus related-party review disclosed transactions with Ellwood Group (5%+ holder); these were arm’s-length and approved by the Nominating & Governance Committee; no director waivers in 2024; no disclosure implicating Chirekos .
Expertise & Qualifications
- Deep mining-sector finance background (25+ years in investment banking; former head roles at J.P. Morgan) supporting audit/finance oversight and M&A expertise .
- Board skills matrix indicates breadth across financial expertise and relevant end-market experience (mining/industrial) .
- Independent status; Audit Committee service at Metallus and audit/governance committee leadership externally .
Equity Ownership
| Metric | As of/Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | Feb 28, 2025 | 14,005; <1% of class | None of the shares owned by directors were pledged as security |
| Deferred common shares | Feb 28, 2025 | 0 | Director deferral plan available, but no deferrals for Chirekos |
| Unvested RSUs | Dec 31, 2024 | 5,770 (vest May 7, 2025) | Annual director grant (2024) |
| New RSU grant | May 7, 2025 | 9,305 (vest May 7, 2026) | Reported on Form 4 (transaction code A) |
| Shares owned following 5/7/2025 transaction (Form 4) | May 7, 2025 | 29,080 | Form 4 Table I “Common Shares”; footnote indicates award comprised RSUs |
| Ownership guidelines | Policy | 5x annual cash retainer (counts unvested RSUs); directors banned from hedging/pledging | As of Feb 28, 2025, all non-employee directors except Chirekos, Jones, Baker, Miller, Rankin (each appointed within last 4 years) had met the guideline; i.e., he is within compliance window |
Recent insider transactions (Metallus):
| Date | Type | Security | Quantity | Price | Post-Transaction Holdings |
|---|---|---|---|---|---|
| May 7, 2025 | A (award) | RSU reported as “Common Shares” | 9,305 | $0.00 | 29,080 |
| May 7, 2024 | Grant | RSU | 5,770 | $119,151 FV | Unvested as of 12/31/2024; vests 5/7/2025 |
Fixed Compensation (Director)
| Year | Cash Retainer | Committee Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $90,000 | $0 (not a chair) | $0 (none paid) | $90,000 |
Performance Compensation (Director)
| Year | Equity Type | Units | Grant-Date FV | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| 2024 | RSUs | 5,770 | $119,151 | 1-year; vests 5/7/2025 | None disclosed (time-based RSUs) |
| 2025 | RSUs | 9,305 | n/a | 1-year; vests 5/7/2026 | None disclosed (time-based RSUs) |
Governance Assessment
-
Positives
- Independent director with deep mining finance expertise; active Audit Committee member; Board affirmed independence; robust anti-hedging/anti-pledging and related-party oversight framework .
- Strong director equity alignment via annual RSUs and 5x retainer ownership guidelines; no pledging; director compensation structure at/below market median and unchanged for 2025, limiting pay inflation risk .
- Board/committee attendance thresholds met; executive sessions quarterly; audit committee performed standard oversight of financial reporting and auditor independence .
- Shareholder support for pay: say-on-pay ~99% in 2024; ~98% average over three years, signaling investor confidence in compensation governance .
-
Watch items / potential red flags
- Ownership guideline not yet met (within permitted timeline for newer appointees); monitor progress toward the 5x retainer requirement .
- Multi-board commitments (Peabody Energy; New Gold) necessitate continued monitoring relative to Metallus’ overboarding limits and time demands; no specific overboarding breach disclosed .
- No related-party issues disclosed involving Chirekos; company’s 2024 related-party transactions pertained to a 5%+ shareholder (Ellwood) and were approved at arm’s length .
-
Compensation and policy controls
- No director stock options outstanding; director pay mix emphasizes equity via time-based RSUs; overall annual director compensation cap at $500,000; anti-hedging/pledging policies in place .
- Company maintains an incentive compensation recoupment (clawback) policy and double-trigger change-in-control protections (primarily applicable to executives) .
References:
- Company: Metallus Inc. DEF 14A (Mar 13, 2025) .
- SEC Form 4 (Nicholas J. Chirekos, filed May 7, 2025) .
- New Gold Inc. Annual Information Form (committee roles; education; external positions) .