Court Carruthers
About Court D. Carruthers
Court D. Carruthers (age 52) is an independent Class I director of Ryerson Holding Corporation, serving since August 2015; his current term runs through 2027 . He is President & CEO of TricorBraun, founder of CKAL Advisory Partners, and previously held senior leadership roles at W.W. Grainger; he is a Chartered Professional Accountant (Canada, non‑practicing), an FCPA (FCMA), and an Institute‑Certified Director with degrees from the University of Alberta (B.Com.), Queen’s University (MBA), and Pepperdine University (DBA) . The Board affirms his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.W. Grainger, Inc. | SVP & Group President, Americas | 2013–Jul 2015 | Senior P&L leadership in Americas |
| W.W. Grainger, Inc. | President, Grainger U.S. | 2012–2013 | U.S. business leadership |
| W.W. Grainger, Inc. | President, Grainger International | 2009–2012 | International operations leadership |
| Acklands‑Grainger | President | 2006–2009 | Canada operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TricorBraun, Inc. | President & CEO; Director | Current | Global packaging solutions |
| CKAL Advisory Partners, LLC | Founder & Principal | Current | Advisory firm |
| Lake Forest Open Lands | Governor | Current | Non-profit governance |
| ExperiGreen | Co‑Chair | Current | Leadership role |
| US Foods; Monotaro; Shoes for Crews; Follett Corp.; Foundation Building Materials, Inc. | Director (prior) | Prior (dates not disclosed) | Prior public/private boards |
Board Governance
- Committees: Audit Committee member; Compensation Committee member .
- Chair roles: None; Board Chair is Stephen P. Larson (appointed Jan 31, 2024) .
- Attendance: Board met 4 times in 2024; all directors attended ≥75% of Board and committee meetings except Mr. Kotzubei; Carruthers attended at least 75% .
- Independence: Board determined Carruthers is independent; only CEO (Lehner) is non‑independent .
- Executive sessions: Independent directors meet regularly in executive session; at least annually with an independent presiding director chosen for the session .
Fixed Compensation
| Component | Program Terms | 2024 Value for Carruthers |
|---|---|---|
| Annual cash retainer | $165,000 annual retainer for independent directors | Included in fees |
| Meeting fees | $2,000 per Board meeting; $1,500 per committee meeting | Included in fees |
| Committee chair fees | Audit $15,000; Compensation $10,000; Nominating $10,000 | Not applicable (not a chair) |
| Equity grants | $35,000 annual; plus $8,750 per quarter, fully vested (prorated as applicable) | Included in stock awards |
| 2024 total (cash) | Fees earned/paid in cash | $185,000 |
| 2024 total (equity) | Aggregate grant date fair value of stock awards | $34,957 |
| 2024 total comp | Cash + equity | $219,957 |
| 2024 shares granted | Fully‑vested shares delivered | 1,620 shares |
Notes: Chair of the Board received an additional $100,000 annually (50% stock/50% cash), but Carruthers is not Chair .
Performance Compensation
As a Compensation Committee member, Carruthers oversees the pay‑for‑performance framework for executives. Key metrics and outcomes:
- 2024 AIP (corporate metrics and payout)
| Performance Criteria (Corporate) | Threshold (25% payout) | Target (100%) | Maximum (200%) | 2024 Performance | Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA excl. LIFO ($MM) | 140.0 | 230.0 | 325.0 | 114.1 | 0.0% |
| EVA ($MM) | (90.0) | — | 50.0 | (131.7) | 0.0% |
- 2024 LTIP PSU targets (three‑year performance period 2024–2026)
| PSU Performance Objective | Threshold (50% vest) | Target (100% vest) |
|---|---|---|
| Cumulative Adjusted EBITDA ($MM) | 575.0 | 750.0 |
| Cumulative Managerial Controllable Free Cash Flow ($MM) | 450.0 | 625.0 |
-
Prior PSU cycle (granted Mar 31, 2022; performance period 2022–2024) certified at 100% of target on Feb 19, 2025 .
-
Committee resources: Compensation Advisory Partners (independent consultant) engaged since 2016; no conflicts per committee assessment .
Other Directorships & Interlocks
- Current public company boards for Carruthers: None disclosed .
- Prior public company boards: US Foods; Monotaro; Foundation Building Materials (among others) .
- Compensation Committee interlocks: None—no RYI executive serves on boards where RYI executives sit on compensation committees; committee members (Calhoun, Carruthers, Kotzubei) were non‑employees in 2024 .
- Platinum nomination rights: Platinum Equity owns ~12.3% and has rights to nominate one director given current ownership; Platinum did not use its right in 2025 .
Expertise & Qualifications
- Skills matrix: Public company governance; C‑suite leadership; industry/operations; finance/accounting; risk management; supply chain/logistics; HR/compensation—Carruthers is marked across these areas in the Board’s skills inventory .
- Professional credentials: CPA (Canada, non‑practicing), FCPA (FCMA), Institute‑Certified Director .
- Education: B.Com. (University of Alberta); MBA (Queen’s University); DBA (Pepperdine University) .
Equity Ownership
| Holder | Beneficial Shares | Shares Outstanding | Ownership % |
|---|---|---|---|
| Court D. Carruthers | 4,172 | 31,850,903 | ~0.013% (computed from cited figures) |
- Director stock awards are fully vested at grant; quarterly awards deliver fully vested shares .
- Hedging/short sales prohibited for directors under insider trading policy .
- Director ownership guidelines: Not disclosed; executive ownership guidelines exist and were updated in Dec 2023 .
Governance Assessment
- Board effectiveness: Carruthers’ dual roles on Audit (met 6 times in 2024) and Compensation (met 3 times in 2024) place him at the center of financial oversight and pay‑for‑performance governance; committee charters emphasize risk oversight, independence, and use of external advisors .
- Independence and attendance: Independent status with ≥75% attendance supports investor confidence; only Kotzubei fell below the threshold in 2024 .
- Pay‑for‑performance signal: 2024 AIP paid 0% given under‑threshold performance, indicating discipline in bonus payouts; prior PSUs (2022–2024) vested at target, aligning realized LTIP with three‑year outcomes .
- Shareholder support: Say‑on‑pay received >99% approval in 2024, reinforcing confidence in Compensation Committee oversight .
- Conflicts/related party exposure: No related‑party transactions involving Carruthers disclosed; Audit Committee (independent) reviews related‑party matters; Platinum’s nomination rights are monitored and currently limited to one seat based on ownership .
- RED FLAGS: None disclosed specific to Carruthers (no pledging, no attendance issues, no related‑party transactions). Monitoring warranted on potential market interlocks via TricorBraun, though no transactions with Ryerson are disclosed .
Compensation Committee Analysis (Context)
- Peer group: The committee references a metals/industrial peer set (e.g., ATI, Carpenter, CMC, Reliance, Steel Dynamics, MSC, Olympic Steel, Worthington, etc.) for benchmarking; Arconic was referenced for 2024 decisions but has since gone private .
- Most important performance measures: Cumulative Adjusted EBITDA, Cumulative Managerial Controllable Free Cash Flow (PSUs), and EVA (AIP) .
- Clawback: Dodd‑Frank/NYSE‑compliant clawback policy for erroneously awarded incentive compensation following an accounting restatement .
Director Compensation (Program Snapshot)
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | $165,000 for independent directors |
| Meeting fees | $2,000 (Board); $1,500 (committee) per meeting |
| Equity | $35,000 annual plus $8,750 per quarter (fully vested; prorated if applicable) |
| Chair premium | Board Chair: +$100,000 annually (50% stock/50% cash) |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay: >99% approval in 2024; Board determined annual frequency for say‑on‑pay votes .
Related Party Transactions (Framework)
- Policy: Independent Audit Committee reviews and approves/disapproves related person transactions (> $120,000) with defined “related persons”; directors with interests recuse from votes .
- Platinum Investor Rights Agreement: Registration and board nomination rights tied to ownership levels; Platinum currently at ~12.3% voting power, implying one nomination right (unused in 2025) .
Overall implication: Carruthers’ independent status, committee engagement, and adherence to disciplined incentive outcomes (0% AIP in 2024; PSU certification at target for 2022–2024) support strong governance signaling to investors; no specific conflicts are disclosed, and oversight frameworks (clawback, anti‑hedging, related‑party policy) are robust .