Jacob Kotzubei
About Jacob Kotzubei
Independent director of Ryerson Holding Corporation since January 2010; age 56. Co‑President at Platinum Equity (joined 2002), with prior roles in Goldman Sachs’ Investment Banking Division (4.5 years) and as an M&A attorney at Sullivan & Cromwell. Education: B.A., Wesleyan University; J.D., Columbia University School of Law . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Platinum Equity | Co‑President | Joined 2002; current | Private equity leadership; board oversight for portfolio companies |
| Goldman Sachs (IBD) | Investment Banking | 4.5 years (prior to 2002) | Capital markets/M&A execution |
| Sullivan & Cromwell LLP | Attorney (M&A) | Prior to Goldman Sachs | Transactional legal expertise |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Vertiv Holding Co (NYSE: VRT) | Director | Public | Current public company directorship |
| Ingram Micro Holding Corp (NYSE: INGM) | Director | Public (as disclosed) | Current public company directorship (as stated in RYI proxy) |
| KEMET Corporation | Director (prior) | Public (historical) | Prior public company board service |
| Key Energy Services, Inc. | Director (prior) | Public (historical) | Prior public company board service |
| Verra Mobility Corporation | Director (prior) | Public (historical) | Prior public company board service |
Board Governance
- Board class/term: Class III; term expires at the 2026 annual meeting .
- Independence: Board determined independent under NYSE rules (all directors except the CEO) .
- Committee assignments:
- Executive Committee: Chair
- Compensation Committee: Member
- Committee activity:
- Executive Committee did not meet in 2024 .
- Compensation Committee met three times in 2024; uses CAP as independent consultant; no compensation committee interlocks identified (no cross‑directorship with RYI executives) .
- Attendance/engagement:
- 2024 board meetings held: 4; all directors attended at least 75% except Mr. Kotzubei (below 75%); he also did not attend the 2024 annual meeting of stockholders .
Fixed Compensation (Director)
| Component | Policy/Amount | Mr. Kotzubei Status |
|---|---|---|
| Annual Board Retainer | $165,000 cash | Not eligible (Platinum‑affiliated directors are not eligible for director compensation) |
| Committee Chair Retainers | Audit $15,000; Comp $10,000; N&G $10,000 | Not eligible |
| Meeting Fees | $2,000 per Board; $1,500 per committee | Not eligible |
| Additional Board Chair Retainer | $100,000 (to Board Chair, 50% stock/50% cash) | Not applicable |
| Annual Stock Grants | $35,000; plus quarterly fully vested share grants ($8,750 each) | Not eligible |
Under Ryerson’s program, “only directors, other than Platinum directors, who have been determined by the Board to be independent are eligible to receive compensation.” As a Platinum‑affiliated director, Mr. Kotzubei is excluded from director fees/equity .
Performance Compensation (Director)
| Equity/Performance Element | Design | Mr. Kotzubei Status |
|---|---|---|
| Director equity grants | Quarterly fully vested stock awards under Omnibus Plan | Not eligible (Platinum‑affiliated director) |
| Options/PSUs for directors | Not a standard director element | Not applicable (no director options disclosed) |
Other Directorships & Interlocks
- Current public boards: Vertiv Holding Co; Ingram Micro Holding Corp (as disclosed by RYI) .
- Compensation Committee Interlocks: Ryerson discloses none—no Ryerson executive serves on a board/comp committee of an entity with RYI directors serving as executives .
- Significant shareholder linkage: Platinum Equity and affiliates own ~12.3% of RYI with investor rights (registration and board nomination rights). As Co‑President of Platinum and an RYI director, Mr. Kotzubei presents an ongoing potential conflict to be managed; the Audit Committee (independent) reviews related‑party matters .
Expertise & Qualifications
- Skills matrix indicates strengths in Public Company governance, C‑suite/leadership, Finance/Accounting, Risk Management, Corporate Governance & Sustainability, and Human Resources/Compensation; not flagged for Cybersecurity .
- Background in private equity, M&A, and capital markets supports transaction oversight and capital allocation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jacob Kotzubei | 50,000 | <1% (indicated by asterisk) | Disclaims beneficial ownership of shares he may be deemed to own via Platinum |
| Platinum Equity and affiliates | 3,924,478 | 12.32% | Registration and nomination rights per Investor Rights Agreement |
Governance Assessment
-
Strengths
- Private equity and transactional expertise; long board tenure (director since 2010) supports strategic/M&A oversight .
- Compensation Committee participation with independent consultant (CAP) and robust pay governance (clawback; hedging prohibitions) .
- Strong say‑on‑pay support historically (>99% including 2024), indicating investor acceptance of pay practices overseen by the committee .
-
Risk indicators and potential conflicts
- Attendance shortfall: Below 75% board/committee attendance in 2024 and absence from the 2024 annual meeting—this is a notable red flag for engagement .
- Significant shareholder affiliation: Co‑President of 12.3% owner with registration and nomination rights; while Board deems him independent, continued oversight of related‑party processes is warranted. Audit Committee (independent) reviews such transactions; no specific transactions beyond investor rights were disclosed .
- Executive Committee Chair role, but the committee did not meet in 2024—limited observable impact from that chair position in the reported year .
-
Director pay alignment
- As a Platinum‑affiliated director, he receives no Ryerson director cash or equity compensation; alignment is primarily via personal share ownership (50,000 shares) and Platinum’s stake, which can both align interests and introduce conflict perceptions that must be actively managed .
Overall: Deep transaction and capital allocation expertise benefits board effectiveness, but 2024 attendance and the Platinum affiliation require continued attention to engagement and conflict‑mitigation controls. The company’s related‑party policy and independent Audit/Compensation Committee structures are important safeguards in this context .