Michelle Kumbier
About Michelle A. Kumbier
Michelle A. Kumbier (age 58) joined Ryerson’s Board in April 2024 and is an independent director serving a Class I term through 2027. She sits on the Audit Committee and is deemed independent under NYSE rules. Kumbier is a seasoned operations and supply chain executive, currently SVP & President, Turf and Consumer Products at Briggs & Stratton, with prior service as COO of Harley‑Davidson; she also holds an MBA from the University of Wisconsin and a BA in Marketing from Lakeland University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley-Davidson, Inc. | Chief Operating Officer; prior leadership in supply chain, manufacturing, product development, aftermarket, sales | COO 2017–2020; >20 years total | Led operations and multi-function transformation across product and aftermarket |
| Kohler Company Inc. | Operations, sales, customer service roles in plumbing products and engines | ~11 years | Early career foundation in operations and customer service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Briggs & Stratton LLC | SVP & President, Turf & Consumer Products | 2022–present | Executive leadership over electrification, turf/utility equipment; industry operations |
| Abbott Laboratories (NYSE: ABT) | Director | Current | Public company board experience; governance exposure |
| Teledyne Technologies (NYSE: TDY) | Director | Current | Public company board experience; technology/industrial oversight |
| Tenneco Inc. | Director | Prior | Automotive supplier governance experience |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 6 times in 2024; members (including Kumbier) are independent and financially literate .
- Independence: Board determined Kumbier is independent under NYSE standards and company policy .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings except Kotzubei; all directors attended the 2024 annual meeting except Kotzubei (implies Kumbier met thresholds) .
- Board leadership: Independent chair role established; Larson appointed Chair Jan 31, 2024; independent executive sessions are held regularly .
- Say‑on‑pay context: Shareholders approved NEO compensation with >99% support in 2024 and historically since IPO, signaling strong governance support .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer | $165,000 | |
| Meeting fees | $2,000 per Board meeting; $1,500 per committee meeting | |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating & Governance $10,000 | |
| Chair of Board additional comp | $100,000 per year (50% cash/50% stock, quarterly) | |
| 2024 actual – Kumbier fees earned | $122,871 (prorated for partial year service, plus meeting fees) |
Performance Compensation
| Equity Component | Structure | 2024 Actuals for Kumbier | Notes |
|---|---|---|---|
| Quarterly stock grants (fully vested) | $8,750 grant-date fair value each quarter, prorated for partial service | $23,912 aggregate grant-date fair value | Number of shares delivered in 2024: 1,241 |
| Annual stock grants (program level) | $35,000 annual target | Program design; director-level grants are time-based, not performance-based |
Other Directorships & Interlocks
- Current public boards: Abbott Laboratories and Teledyne Technologies; prior board at Tenneco .
- Compensation Committee interlocks: Not listed among Compensation Committee members in 2024; no insider participation noted involving Kumbier .
- No disclosed interlocks tied to Ryerson competitors/customers in related party section; Platinum has nomination rights, but no Kumbier-specific conflicts disclosed .
Expertise & Qualifications
| Skill Area | Evidence |
|---|---|
| Public company governance | Listed as having public company experience; current boards ABT, TDY |
| C‑suite/operations | COO at Harley‑Davidson; SVP/President at Briggs & Stratton |
| Supply chain/logistics | Identified skill in Board’s matrix; career across manufacturing and operations |
| Finance/accounting literacy | Audit Committee membership requires financial literacy |
| Risk management | Board skills matrix shows risk oversight experience |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michelle A. Kumbier | 1,241 | * (less than 1%) | Beneficial ownership as of Feb 24, 2025 |
- Hedging/shorting: Company prohibits directors, officers, employees from hedging or shorting Ryerson stock, enhancing alignment; no pledging disclosure for Kumbier in proxy .
Governance Assessment
- Strengths:
- Independent director on Audit Committee; financially literate, with deep operations/supply chain expertise valuable for an industrial metals distributor .
- Solid attendance and engagement (met ≥75% threshold; attended annual meeting) .
- Compensation structure for directors is straightforward, largely fixed cash with modest, fully vested quarterly stock grants; no options or performance equity that could misalign risk-taking at the board level .
- No related party transactions involving Kumbier disclosed; firm related-party review policies overseen by independent Audit Committee .
- Strong shareholder support for executive pay indicates broader confidence in governance oversight during her tenure window .
- Watch items:
- Time-commitment risk: Concurrent executive role at Briggs & Stratton plus two other public boards requires ongoing monitoring for attendance/engagement; Governance Committee vets ability/willingness to commit appropriate time .
- Platinum’s continuing board nomination rights are a structural factor for Ryerson governance; not specific to Kumbier but relevant to overall board independence dynamics .
RED FLAGS
- None disclosed specific to Kumbier: no attendance shortfalls, related-party transactions, hedging/pledging, or pay anomalies noted in the proxy .
Director Compensation Details (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michelle A. Kumbier | $122,871 | $23,912 | $146,783 |
| Shares delivered (count) | 1,241 |
Committee Assignments (as of Feb 24, 2025)
| Committee | Role |
|---|---|
| Audit Committee | Member |
Attendance & Engagement
| Item | Disclosure |
|---|---|
| Board meetings held (2024) | 4 |
| Audit Committee meetings (2024) | 6 |
| Attendance | All directors met ≥75% except Kotzubei; Kumbier attended annual meeting |
Say‑on‑Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2024 | >99% approval on NEO compensation; historically ≥99% since IPO |
Related Party Transactions
- Policy: Audit Committee (independent) reviews and approves related person transactions >$120k; includes Platinum-affiliated transactions; Kumbier-specific transactions not disclosed .
- Platinum investor rights: One director nomination right at ~12.3% ownership; context for board composition, not a Kumbier-specific conflict .
Notes on Insider Trades
- No Form 4 transactions for Kumbier are disclosed in the proxy; absence of insider trade data in DEF 14A. If needed, we can perform a Form 4 review, but none are presented here .