Bruce Crawford
About Bruce T. Crawford
Independent director nominee with deep cybersecurity and digital transformation credentials. Retired U.S. Army Lieutenant General and former Army CIO (2017–2020), with subsequent senior innovation roles at Jacobs Solutions (2020–2023). Age 62; the Board has determined he is independent; director tenure at RYI begins upon election at the 2025 annual meeting (no prior “director since” date shown). Education: B.S. Electrical Engineering (South Carolina State University); M.S. Administration (Central Michigan University); M.S. National Resource Strategy (National Defense University); Honorary Doctorate of Public Service (South Carolina State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Chief Information Officer; principal enterprise IT and cybersecurity advisor to SecArmy and Army CoS | 2017–2020 | Led enterprise IT/cyber policy; senior command experience across U.S., Europe, Pacific, SW Asia |
| Jacobs Solutions Inc. | Chief of Innovation; Chair, Digital Advisory Group; Director, Global Digital CoE | 2022–2023 | Led global digital transformation and innovation initiatives |
| Jacobs Solutions Inc. | SVP, Strategic Development, Growth and Sales (Critical Mission Solutions) | 2020–2022 | Senior growth leadership in ~$5B government-focused division |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Comtech Telecommunications Corp. (NASDAQ: CMTL) | Director | Current | Only public company directorship disclosed |
| Foundation Risk Partners | Director | Current | Non-profit/industry role |
| The George C. Marshall International Center | Director | Current | Non-profit role |
| Armed Forces Communications Electronics Association (AFCEA) | Director | Current | Non-profit role |
| Avalara Inc. | Former Director | Prior | Previously served; company later taken private |
Board Governance
- Board structure: Staggered board (three classes); Crawford is a Class II nominee for a term to 2028 if elected .
- Independence: Board affirmed General Crawford’s independence under NYSE rules and company policy .
- Committee assignments: None indicated for Crawford as of the proxy date (committee columns blank for nominee) .
- Attendance/engagement: In 2024, all directors met ≥75% attendance except one (Kotzubei); all attended 2024 annual meeting except Kotzubei. No attendance applicable for Crawford in 2024 as a new nominee .
- Executive sessions: Independent directors meet regularly in executive session without management present .
- Board leadership: Independent Chair (Stephen P. Larson) appointed Jan 31, 2024 .
- Sponsor context: Platinum Equity owns ~12.3% and retains the right to nominate one director but is not using it for the 2025 meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $165,000 | For independent directors |
| Meeting fees – Board | $2,000 per meeting | Paid in arrears quarterly |
| Meeting fees – Committee | $1,500 per meeting | Includes special purpose committee meetings |
| Committee chair retainers | Audit: $15,000; Compensation: $10,000; Nominating & Gov: $10,000 | Annual |
| Additional Chair of Board comp | $100,000 (50% stock/50% cash) | Approved July 2024; paid quarterly |
| Reimbursements | Out-of-pocket expenses | Standard practice |
| 2024 amounts for Crawford | N/A | Not listed among 2024 compensated directors (new nominee) |
Performance Compensation
| Equity Element | Grant Mechanism | Grant Value | Vesting/Terms |
|---|---|---|---|
| Quarterly fully vested stock | Granted last day of each calendar quarter | $8,750 per quarter (aggregates to $35,000/year) | Fully vested at grant; prorated for partial service; subject to annual cap of 20,000 shares per director, then cash in lieu |
| Performance metrics | None disclosed for directors | — | Director equity is time-vested (fully vested at grant), not performance-based |
Clawback policy disclosed applies to executive officer incentive compensation under Dodd-Frank/NYSE; not specified for director equity .
Other Directorships & Interlocks
- Current public company board: Comtech Telecommunications Corp. (CMTL) .
- Internal interlocks at RYI: Board includes one Platinum-affiliated director (Kotzubei), consistent with Platinum’s investor rights; Crawford not nominated by Platinum .
- Competitive/customer/supplier overlaps: No related-party transactions or counterparties involving Crawford disclosed in Related Party Transactions section .
Expertise & Qualifications
- Cybersecurity/data privacy; enterprise IT strategy (Army CIO; Jacobs innovation leader) .
- Finance/accounting literacy; risk management; HR/compensation; public company governance experience (skills matrix indicates strength across these areas) .
- Industry/operations and senior leadership experience across complex organizations (military and large government services) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Bruce T. Crawford | — | — | As of Feb 24, 2025, no beneficial ownership reported for Crawford |
- Hedging/shorting: Company policy prohibits employees, officers, and directors from hedging (e.g., options/derivatives) or short selling Ryerson stock .
- Pledging: No specific pledging policy disclosure; no pledging by Crawford disclosed .
Governance Assessment
-
Positives
- Independence affirmed; no disclosed related-party ties; strong fit for Audit/Cyber/Risk oversight given Army CIO and Jacobs innovation background .
- Public company board experience (Comtech) supports governance effectiveness; enhances board’s cybersecurity/data risk acumen, a material enterprise risk domain overseen by the Audit Committee .
- Shareholder alignment signals: Say-on-Pay historically strong; 2024 support >99%, reflecting credibility of compensation governance processes .
- Board conducts regular executive sessions; independent Chair structure adopted in 2024 improves oversight .
-
Watch items / potential concerns
- No current RYI share ownership disclosed for Crawford as of the Table Date; initial “skin-in-the-game” will depend on quarterly director grants post-election .
- New to RYI board with no committee role at nomination; integration and committee placement will determine near-term influence on oversight .
- Staggered board structure can reduce annual accountability; investors may scrutinize refreshment and responsiveness under classified boards .
-
Conflicts/related-party exposure
- No Crawford-related transactions disclosed; Related Party policy requires Audit Committee review of any such transactions >$120,000; Platinum-related transactions separately overseen by independent Audit Committee .
- Platinum retains one nomination right; however, not exercised for 2025 nominees, reducing sponsor influence optics for this cycle .
Director Compensation Snapshot (2024 context)
| Director | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Bruce T. Crawford | N/A | N/A | N/A |
| Program reference | $165,000 retainer | $35,000 annual grants | Meeting/chair fees per program |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay: In 2024, shareholders “overwhelmingly approved” executive compensation with over 99% support; since IPO, Say‑on‑Pay votes have exceeded 99% each time, signaling strong investor confidence in compensation governance .
Board Committees (context)
- Current committee chairs: Audit – Calhoun (financial expert); Compensation – Calhoun (also listed as chair in 2025 table); Nominating & Governance – Larson (also Board Chair) .
- Crawford committee assignments to be determined upon/after election (no assignments shown) .
No Form 4 insider trading data for Crawford was retrieved in this report; proxy ownership table shows no holdings for him as of Feb 24, 2025 .
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