Ronald A. Rice
About Ronald A. Rice
Ronald A. Rice is an independent director of Metallus Inc. and the company’s non-executive chairman since May 5, 2021. He is 62 years old, has served on the Metallus board since 2015 (current Class I term expiring in 2027), and serves on the Nominating & Corporate Governance Committee. Rice retired in 2018 as President and Chief Operating Officer of RPM International Inc.; earlier he held various leadership roles at RPM (1995–2008) and began his career at The Wyatt Company (now Willis Towers Watson) in 1985. He holds no other current public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RPM International Inc. | President & Chief Operating Officer | 2008–2018 | Senior operating leadership at a global specialty coatings/sealants company |
| RPM International Inc. | Various leadership roles | 1995–2008 | Progressive operating/leadership roles prior to COO |
| The Wyatt Company (now Willis Towers Watson) | Early career (actuarial/consulting) | Began 1985 | Foundation in analytics/consulting |
| Metallus Inc. | Non-Executive Chairman of the Board | Since May 5, 2021 | Presides over Board and executive sessions; agenda setting; liaison to management; investor engagement |
External Roles
| Category | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None |
Board Governance
- Independence: The Board determined Rice is independent under NYSE standards; no family relationships among directors or executive officers.
- Board leadership: Rice serves as independent non-executive chairman since May 5, 2021, presiding over Board meetings and executive sessions, shaping agendas/materials, liaising with senior management, and engaging with major shareholders.
- Committee assignments: Member, Nominating & Corporate Governance Committee (independent committee; chaired by Randall A. Wotring).
- Board activity and attendance: The Board met 8 times in 2024; all incumbent directors attended at least 75% of Board/committee meetings and all attended the 2024 annual meeting; independent directors held executive sessions at least quarterly.
- Nominating & Corporate Governance Committee activity: 4 meetings in 2024; responsibilities include Board/committee evaluations, director nominations, independence evaluations, leadership structure, governance policies, and related-party transaction review/approval.
- Overboarding: Guideline limits directors to no more than three other public boards (one for CEO/NEOs); all current directors comply.
- Committee leadership independence: Audit (Misheff), Compensation (Garcia), and Nominating & Corporate Governance (Wotring) chaired by independent directors.
Fixed Compensation
| Program Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | 2024 program; no meeting fees |
| Additional retainer – Non-executive Chairman | $90,000 | Paid in 2024 to the non-exec Chair (Rice) |
| Committee Chair fees | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $15,000 | Not applicable to Rice (not a committee chair) |
| Annual director equity grant | 5,770 RSUs | Granted May 7, 2024; one-year vesting |
| Director compensation cap | $500,000 | Annual limit under 2020 Equity & Incentive Plan |
| Ownership guideline | 5× annual cash retainer | Robust director stock ownership guideline |
| Anti-hedging/pledging policy | Prohibited | Directors are prohibited from hedging or pledging company stock |
| Ronald A. Rice – 2024 Director Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts awarded in 2024 | 180,000 | 119,151 | 299,151 |
Performance Compensation
| Equity Vehicle | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 7, 2024 | 5,770 | $119,151 | One-year vest; scheduled to vest May 7, 2025 | None (time-based) |
| Stock Options | — | — | — | None outstanding for any director | No option awards outstanding |
Meridian, the independent compensation consultant to the Compensation Committee, benchmarks director pay and advised continuing the current program (no changes for 2025); the Committee annually assesses consultant independence and reported no conflicts.
Other Directorships & Interlocks
| Type | Company | Role | Overlap/Interlock |
|---|---|---|---|
| Current public boards | — | — | None |
Expertise & Qualifications
- Former President & COO of a global industrial manufacturer (RPM International), bringing deep operating and manufacturing oversight experience.
- Metals industry experience cited by Metallus; multi-decade leadership background.
- Governance leadership as independent, non-executive chairman (board process, executive sessions, management oversight, shareholder engagement).
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | Outstanding Options | Deferred Common Shares | Unvested RSUs |
|---|---|---|---|---|---|
| Ronald A. Rice | 129,653 | <1% | 0 | 0 | 5,770 (vest 5/7/2025) |
- None of the shares owned by directors/executives have been pledged as security.
- Directors are prohibited from pledging or hedging company stock; director ownership guideline is 5× annual cash retainer.
Say-on-Pay & Shareholder Feedback (context for governance quality)
| 2025 Annual Meeting Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Advisory) | 31,666,789 | 310,746 | 52,606 | 6,499,317 |
Governance Assessment
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Positive alignment signals: Independent non-executive chair since 2021; independent committee leadership; regular executive sessions; robust anti-hedging/pledging policy; stock ownership guideline (5× retainer); and director pay balanced between cash and equity.
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Engagement and effectiveness: Board met 8 times in 2024; all directors met the ≥75% attendance threshold; NC&G Committee met 4 times with explicit oversight of related-party transactions and Board evaluations.
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Ownership “skin in the game”: Rice beneficially owns 129,653 shares and holds annual RSUs; no options outstanding and no pledging reported.
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Compensation governance: Director compensation is benchmarked by an independent consultant (Meridian) with annual independence assessments; program continues unchanged into 2025, remaining near market median in structure and value.
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RED FLAGS: None identified in company disclosures for Rice—no related-party transactions, no pledge/hedge activity, and no overboarding. Continue to monitor 2025–2026 filings for any changes in chair responsibilities, committee composition, or related-party reviews.