Kirk Calhoun
About Kirk K. Calhoun
Independent director of Ryerson Holding Corporation since August 2014; age 80. Former Ernst & Young LLP partner (1975–2002) and designated Audit Committee Financial Expert; holds a B.S. in Accounting from the University of Southern California. Currently chairs both the Audit Committee and the Compensation Committee; term expires at the 2026 annual meeting (Class III) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner | 1975–2002 | Senior audit/assurance leadership |
| Abraxis Bioscience, Inc. | Director | Not disclosed | Served until company sale |
| Myogen, Inc. | Director | Not disclosed | Served until company sale |
| Aspreva Pharmaceutical Corporation | Director | Not disclosed | Served until company sale |
| Adams Respiratory Therapeutics, Inc. | Director | Not disclosed | Served until company sale |
| Replidyne, Inc. | Director | Not disclosed | Served until company sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NantHealth, Inc. | Director; Audit Committee member | Current | Public company governance; audit oversight |
| Two private companies | Director | Current | Board service (names not disclosed) |
Board Governance
- Committee leadership: Audit Committee Chair and Compensation Committee Chair; Audit Committee includes Calhoun (Chair), Carruthers, Kumbier; Compensation Committee includes Calhoun (Chair), Carruthers, Kotzubei .
- Independence: Determined independent under NYSE rules; all directors except CEO are independent .
- Attendance/engagement: Board met 4 times in 2024; Audit met 6; Compensation met 3; all directors attended at least 75% of meetings except Mr. Kotzubei; all directors attended the 2024 annual meeting except Mr. Kotzubei .
- Board leadership: Independent Chair of the Board (Stephen P. Larson since Jan 31, 2024); regular executive sessions without management; independent director presides at sessions .
Fixed Compensation
Director compensation structure and 2024 amounts:
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer (independent directors) | $165,000 | Cash |
| Audit Committee Chair Retainer | $15,000 | Cash |
| Compensation Committee Chair Retainer | $10,000 | Cash |
| Meeting Fees – Board | $2,000 per meeting | Cash |
| Meeting Fees – Committee | $1,500 per meeting | Cash |
| Quarterly Fully Vested Stock Grant | $8,750 per quarter | Under Omnibus Incentive Plan (shares, prorated if partial service) |
| Name | 2024 Cash Fees ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Kirk K. Calhoun | $215,793 | $34,957 | $250,750 |
| Name | Number of Shares Delivered (2024) |
|---|---|
| Kirk K. Calhoun | 1,620 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based elements in director pay | None; director equity is granted as fully vested shares; no options or PSUs for directors disclosed |
Other Directorships & Interlocks
- Current public company board: NantHealth, Inc. (director and Audit Committee member) .
- Platinum Equity investor rights: Platinum owned ~12.3% as of Feb 14, 2025; retains nomination rights (up to one director at current ownership) and registration rights; a Platinum affiliate (Jacob Kotzubei) serves on the Board and on the Compensation Committee; Audit Committee (which Calhoun chairs) reviews related party transactions and is fully independent from Platinum .
Expertise & Qualifications
- Audit committee financial expert designation; deep finance/accounting expertise (EY partner) .
- Skills matrix: Public company governance; Finance/Accounting; Risk Management; Cybersecurity/Data Privacy; Human Resources/Compensation (as per Board skills disclosures) .
Equity Ownership
Beneficial ownership and alignment:
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Kirk K. Calhoun | 2,672 | * (<1%) |
Insider transactions (Form 4) – quarterly director stock awards:
Policy signals:
- Hedging/short-selling prohibited for directors; insider trading policy in place .
- Related party transactions reviewed by independent Audit Committee; formal approval procedures and recusal protocols .
Governance Assessment
- Positives: Independent director with audit financial expert credentials; chairs Audit and Compensation Committees; strong attendance and active committee cadence (Audit: 6 meetings; Compensation: 3 in 2024) supporting oversight rigor .
- Ownership alignment: Regular quarterly equity grants; modest direct ownership (<1%); director awards fully vested, enhancing liquidity but not performance linkage (typical for director pay) .
- Conflicts/related parties: Audit Committee (chaired by Calhoun) oversees related party policies; Platinum retains nomination rights and has a representative on the Board/Comp Committee, but committees are constituted as independent under NYSE rules .
- Investor considerations (signal): Dual chairmanship of both Audit and Compensation concentrates oversight responsibilities in one individual, which may increase workload and raise succession/coverage considerations if availability changes; Board maintains executive sessions and an independent Chair to balance governance structure .