Randall H. Edwards
About Randall H. Edwards
Randall H. Edwards, age 66, has served on Metallus Inc.’s Board since 2015 and is classified as an independent director under NYSE standards. He is a former President and CEO of P2 Energy Services (Premier Pipe), with deep OCTG and oilfield equipment leadership experience, including President of NOV Grant Prideco and earlier commercial roles at Wilson Supply; he currently serves on the Compensation and Nominating & Corporate Governance Committees. He is not on any other public company boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| P2 Energy Services, LLC (Premier Pipe) | President & CEO | 2015–2022 | Led supply and management of engineered premium OCTG; retired April 2022. |
| Premier Pipe, LLC | President & COO | 2014–2015 | Operational leadership pre-P2; OCTG focus. |
| NOV Grant Prideco | President; prior roles 1999–2014 | President 2008–2014; various positions 1999–2014 | Led global drill stem components supplier; extensive oilfield manufacturing and commercial oversight. |
| Wilson Supply | Product line leadership | Early career | Managed drill pipe product line; OCTG oversight. |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| — | — | — | No current or prior public company directorships disclosed. |
Board Governance
- Committees: Compensation and Nominating & Corporate Governance; not a chair.
- Independence: Board determined Edwards is independent and free of material relationships, consistent with NYSE rules.
- Attendance and engagement: Board met 8 times in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings and attended the 2024 annual meeting. Independent directors met in executive session at least quarterly.
- Committee activity in 2024: Compensation Committee held 4 meetings; Nominating & Corporate Governance Committee held 4 meetings.
- Related-party oversight: As a member of the Nominating & Corporate Governance Committee, Edwards participates in reviews/approvals of related-party transactions; the Committee approved ordinary-course transactions with 5% shareholder Ellwood Group (purchases ~$5.2M; sales ~$14.1M).
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer; no meeting fees. |
| Committee chair fees | $0 | Edwards is not a chair; chair fees: Audit $20,000; Compensation $15,000; Nominating $15,000. |
| Total cash | $90,000 |
Performance Compensation
| Component | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | May 7, 2024 | 5,770 units; grant date fair value $119,151 | Generally vest on first anniversary (May 7, 2025) | Annual target value approx. $120,000 for non-employee directors. |
| Options | — | None outstanding | — | Company does not grant options to directors; none outstanding for any director. |
| Performance metrics | — | — | — | No director-specific performance metrics disclosed; director equity is time-based. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Edwards. |
| Compensation Committee interlocks | None; no members were officers/employees; no related-party relationships; no cross-board interlocks. |
Expertise & Qualifications
- OCTG and oilfield services products leadership; deep manufacturing and commercial expertise from NOV Grant Prideco and Premier Pipe.
- Executive leadership experience (CEO/President roles) with supply chain and operations focus.
- Committee experience across compensation and governance, including succession planning and stock ownership policy oversight.
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 98,390 | Feb 28, 2025 | Percent of class <1%. |
| Unvested RSUs | 5,770 | Dec 31, 2024 | Scheduled to vest May 7, 2025. |
| Options (exercisable/unexercisable) | 0 | Apr 29, 2025 window | No director stock options outstanding. |
| Deferred common shares | 0 | Feb 28, 2025 | |
| Pledged shares | None; pledging prohibited. | ||
| Ownership guidelines | 5x annual cash retainer; Edwards is in compliance (exceptions listed exclude him). |
Governance Assessment
- Strengths: Independent status; active roles on Compensation and Nominating & Corporate Governance; consistent attendance; robust anti-hedging/anti-pledging and stock ownership requirements; meaningful personal share ownership with guideline compliance.
- Pay structure: Balanced mix of cash retainer and time-based RSUs; no meeting fees; overall director pay capped at $500,000 annually under plan limits; program unchanged for 2024–2025 after market benchmarking.
- Conflicts watch: Committee oversight of related-party transactions with Ellwood Group (a >5% holder) was conducted and approved on an arm’s-length basis; continued monitoring remains prudent given Edwards’ governance seat, though no specific conflicts tied to him were disclosed.
- Signals: No compensation interlocks; independent consultant (Meridian) engaged for compensation; regular executive sessions and annual evaluations indicate healthy board processes.
RED FLAGS: None disclosed specific to Edwards. Related-party dealings with a significant shareholder are monitored at committee level; anti-hedging/pledging policies materially mitigate alignment risks.