Karen Leggio
About Karen M. Leggio
Independent director since April 2024 (Class I; term ends 2027), age 62, with deep operating, procurement, and supply chain leadership across TE Connectivity, Ingersoll Rand, and General Motors. She holds an M.S. in Operations (Purdue University) and a B.A. in Materials & Logistics Management/Supply Chain (Michigan State University). The Board has affirmatively determined she is independent under NYSE rules, and she self-identifies as an underrepresented minority. Attendance in 2024 met or exceeded the 75% threshold noted for all directors except one (not Leggio).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity Ltd. (NYSE: TEL) | SVP & GM, Channel & Distribution Business Unit; also SVP Sales & Ops Planning; SVP & GM Americas; Chief Supply Chain Officer; Chief Procurement Officer | 2010–2023 | Led global channel/distribution and customer care; senior leadership across sales, operations, procurement, and supply chain. |
| Ingersoll Rand Inc. | Vice President, Global Supply Chain | 2007–2010 | Enterprise-wide supply chain leadership. |
| General Motors Company | Multiple leadership roles incl. VP Global Purchasing & Supply Chain (LAMEA); Executive Director Global Electrical Purchasing & Supply Chain; Director roles | 1985–2007 | Operations, procurement, logistics, supplier quality, program management; multi-region responsibility. |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed. |
| Prior public company boards | Not disclosed. |
| Private/non-profit/academic | Not disclosed in proxy. |
Board Governance
- Independence: Independent director under NYSE standards.
- Committees: Nominating & Corporate Governance Committee member (not chair).
- Board leadership context: Independent Chair of the Board (Stephen P. Larson) appointed January 31, 2024; independent directors meet in regular executive sessions.
- Attendance: All directors except one (not Leggio) attended at least 75% of Board/committee meetings in 2024; all directors except the same director attended the 2024 annual meeting.
- Tenure/class: Class I; current term expires 2027.
- Skills matrix highlights: Operations/industry, finance/accounting, corporate governance & sustainability, supply chain/logistics, HR/compensation; no public-company board experience indicated in the matrix.
Fixed Compensation
Program structure for independent directors and Leggio’s 2024 actuals.
| Component | Ryerson Director Program (policy) | Karen Leggio – 2024 Actual |
|---|---|---|
| Annual cash retainer | $165,000 | $119,871 (prorated for partial year) |
| Annual stock grant (fully vested; quarterly $8,750 tranches) | $35,000 total per year; $8,750 per quarter; shares capped at 20,000 per year per director | $23,912 grant-date fair value; 1,241 shares delivered in 2024 |
| Meeting fees | $2,000 per Board meeting; $1,500 per committee meeting | Included in fees above |
| Committee chair retainers | Audit $15,000; Comp $10,000; N&CG $10,000 | Not applicable (not a chair) |
| Board Chair retainer | $100,000 (50% stock/50% cash) | Not applicable (not Chair) |
Notes: Director equity is granted as fully vested shares each quarter under the Omnibus Plan; if per-director annual share cap is reached, cash is paid in lieu.
Performance Compensation
- Independent directors do not receive performance-based compensation; equity grants are fully vested upon grant and not tied to performance metrics.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation committee interlocks | None disclosed involving Leggio. |
| Shared directorships with key customers/suppliers | None disclosed. |
| Related-party transactions | None involving Leggio disclosed; Audit Committee reviews any related-person transactions >$120,000. |
Expertise & Qualifications
- Senior operating, supply chain, procurement, and distribution leadership across multi-national industrials (TE Connectivity, Ingersoll Rand, GM).
- Board skills matrix indicates strengths in industry/operations, finance/accounting, corporate governance & sustainability, supply chain/logistics, and HR/compensation.
- Advanced education in operations and supply chain (Purdue; Michigan State).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Feb 24, 2025) | 3,368 shares |
| Shares outstanding | 31,850,903 (as of Feb 28, 2025) |
| Ownership as % of shares outstanding | ≈0.011% (3,368/31,850,903) |
| 2024 director stock received | 1,241 fully vested shares (quarterly grants) |
| Hedging/shorting policy | Hedging and short sales prohibited for directors. |
Note: Director equity is delivered as fully vested shares; no unvested director RSUs/PSUs are disclosed.
Governance Assessment
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Strengths
- Independent director with 30+ years of supply chain, procurement, and operations leadership relevant to Ryerson’s distribution and processing model.
- Member of the Nominating & Corporate Governance Committee, aligning her board-process expertise with governance oversight.
- Attendance and engagement meet corporate standards; independence affirmed by the Board.
- No disclosed related-party transactions or interlocks; clean conflicts profile.
-
Watch items / potential gaps
- Short board tenure (appointed April 2024); onboarding and contribution trajectory should be monitored through 2025–2027 term.
- Skills matrix does not indicate prior public-company board service; continued governance education and committee work can mitigate experience gap.
- Modest personal ownership typical of directors but low in absolute terms; ongoing quarterly share grants align incentives over time.
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Contextual signals for investor confidence
- Board leadership separated (independent Chair since Jan 31, 2024) and regular executive sessions enhance oversight independence.
- Company-wide say-on-pay support remained very high historically (over 99% in 2024), reflecting broader investor confidence in governance and compensation frameworks.