Randall A. Wotring
About Randall A. Wotring
Randall A. Wotring (age 68) serves as an independent director of Metallus Inc. and has been on the Board since 2014; his current term expires in 2026. He chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee, bringing extensive operations and federal services leadership from AECOM and URS to the Board’s governance and human capital oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AECOM Technology Corporation | Chief Operating Officer | Jul 2017 – Oct 2020 | Enterprise operations leadership for the largest engineering design firm globally |
| AECOM Technology Corporation | President, Technical and Operational Services | Jul 2016 – Jul 2017 | Led technical and operational services platform |
| AECOM Technology Corporation | President, Management Services | Oct 2014 – Jul 2016 | Led management services following URS acquisition |
| URS Corporation | Corporate Vice President and President, Federal Services | 2004 – Oct 2014 | Directed federal services pre- and post-AECOM acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current other public company boards |
Board Governance
- Committee assignments: Nominating & Corporate Governance (Chair); Compensation (member) .
- Attendance and engagement: Board met 8 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; independent directors met in executive session at least quarterly .
- Independence: Board determined Wotring meets NYSE independence standards; all directors other than the CEO are independent; independent directors chair all three standing committees .
- Overboarding limits: Directors may serve on no more than three other public company boards; all current directors comply .
- Executive sessions and leadership: Non-executive Chairman leads Board and executive sessions; Wotring chairs Nominating & Corporate Governance; Garcia chairs Compensation; Misheff chairs Audit .
- Related-party oversight: As Nominating & Corporate Governance Chair, Wotring oversees related-party transactions approval; in 2024, the Committee approved ordinary-course transactions with Ellwood Group (a >5% shareholder) of ~$5.2M purchases and ~$14.1M sales .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Chair fee schedule |
| Total cash fees earned (2024) | $105,000 | As reported in Director Compensation table |
| Meeting fees | $0 | Company does not pay meeting fees |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Holding Requirement | Ownership Guidelines |
|---|---|---|---|---|---|---|
| RSUs | May 7, 2024 | 5,770 | $119,151 | One-year; scheduled to vest May 7, 2025 | Must hold company shares while serving on Board | Directors must hold ≥5x annual cash retainer; as of Feb 28, 2025 Wotring met his guideline |
- No stock options outstanding for any director; RSUs are time-based (not performance-based) .
- Anti-hedging and anti-pledging policies apply to directors; Wotring is subject to these restrictions .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no interlocks reported |
- Compensation Committee interlocks: None; no related-party relationships requiring disclosure for Compensation Committee members in 2024; Wotring served as a member during 2024 .
Expertise & Qualifications
- Large-scale operations and government services leadership (COO, divisional presidencies at AECOM; Federal Services leadership at URS), supporting oversight of human capital, risk, and strategy .
- Governance leadership as Nominating & Corporate Governance Chair, including Board evaluations, director independence, leadership structure, succession planning, and related-party review .
- Board maintains robust ethics framework (Code of Conduct, Supplier Code, insider trading policy, clawback) under committee oversight .
Equity Ownership
| Item | Quantity/Status | Notes |
|---|---|---|
| Beneficial ownership (Feb 28, 2025) | 132,299 shares | Percent of class <1% |
| Deferred common shares | 61,269 | Under Director Deferred Compensation Plan |
| Unvested RSUs | 5,770 | Granted May 7, 2024; scheduled vest May 7, 2025 |
| Pledged shares | 0 | None of directors’ shares are pledged |
| Options outstanding | 0 | No director stock options outstanding |
| Ownership guideline compliance | Achieved | Directors required to hold ≥5x cash retainer; Wotring met requirement |
Governance Assessment
- Positive alignment: Independent status; chairs Nominating & Corporate Governance; serves on Compensation; strong attendance; independent committee leadership and regular executive sessions; compliance with stringent stock ownership requirement; no pledging of shares .
- Compensation structure: Balanced director pay with cash retainer and time-based RSUs; no meeting fees; overall director pay capped at $500,000 annually under plan limits; conforms to market per Meridian review .
- Related-party oversight: As Nominating & Corporate Governance Chair, Wotring oversaw approval of ordinary-course transactions with Ellwood Group (>5% holder), with Committee disclosure of its role and adherence to policy—no waivers granted for any directors/officers in 2024 .
- Shareholder confidence signals: Strong advisory support for executive pay (≈99% “say-on-pay” approval in 2024); ongoing use of clawback, anti-hedging/anti-pledging, majority voting, and overboarding limits bolster governance quality .
- RED FLAGS: None disclosed specific to Wotring—no other public boards (reduced conflict risk), no pledging, no options, no related-party waivers; Compensation Committee reported no interlocks/insider participation in 2024 .