Stephen Larson
About Stephen P. Larson
Stephen P. Larson (age 68) is an independent director of Ryerson Holding Corporation and Chair of the Board since January 31, 2024; he has served on the board since October 2014. He completed a 35-year career at Caterpillar Inc., culminating as Vice President, Caterpillar Inc. and President/Chairman of Caterpillar Logistics Services; he holds a BBA and MBA from Western Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Multiple leadership roles: Product Manager; Regional Manager (Canada/Eastern U.S.); VP, Caterpillar Financial Services Asia Pacific; Caterpillar Logistics President–Americas; VP, Caterpillar Inc. and President & Chairman, Caterpillar Logistics Services | Career ended 2014 (35-year career) | Senior operating, finance, and logistics leadership experience |
| Neovia Logistics Services, LLC (formerly Caterpillar Logistics Services) | Interim Chief Executive Officer (also board member) | Nov 2015 – Aug 2016 | Turnaround/transition leadership in global contract logistics |
| Metropolitan Airport Authority of Peoria (Illinois) | Commissioner | Six years (dates not specified) | Public-sector board experience |
External Roles
| Organization | Role | Tenure | Public/Private/Non-profit |
|---|---|---|---|
| — | No current public company directorships disclosed | — | — |
| Metropolitan Airport Authority of Peoria | Commissioner | Six years (dates not specified) | Public-sector board |
Board Governance
- Board leadership: Independent Chair of the Board since Jan 31, 2024; prior to that, the company had no Chair role .
- Independence: Board determined Larson is independent under NYSE rules .
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Executive Committee; Member, ad hoc Transaction Committee (did not meet in 2024) .
- Board class/term: Class II; term up for election at 2025 annual meeting (expiring at 2028 if re-elected) .
- Attendance/engagement: In 2024, all directors attended at least 75% of board/committee meetings except Mr. Kotzubei; all directors attended the 2024 annual meeting except Mr. Kotzubei (implying Larson met attendance expectations) .
- Skills and expertise represented on the board: Larson contributes public company governance, C‑suite leadership, finance/accounting, risk management, supply chain/logistics, and HR/compensation experience per the board’s skills matrix .
Fixed Compensation (Director Pay)
Program structure (independent directors only; Platinum-affiliated directors excluded):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $165,000 | Standard board retainer |
| Annual Stock Grants | $35,000 | Granted quarterly; fully vested; ~$8,750 per quarter |
| Committee Chair Retainer – Audit | $15,000 | Additional to cash retainer |
| Committee Chair Retainer – Compensation | $10,000 | Additional to cash retainer |
| Committee Chair Retainer – Nominating & Governance | $10,000 | Additional to cash retainer |
| Meeting Fees – Board | $2,000 per meeting | Paid per meeting attended |
| Meeting Fees – Committee | $1,500 per meeting | Paid per meeting attended |
| Board Chair Additional Comp (approved July 2024) | $100,000 | 50% cash / 50% stock, paid in equal quarterly installments |
Larson’s 2024 actual director compensation:
| Name | Cash Fees | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| Stephen P. Larson | $268,167 [annual retainer, N&CG chair retainer, prorated Board Chair retainer, meeting fees] | $47,469 | $315,636 |
Quarterly stock distribution count in 2024:
| Director | Fully Vested Shares Granted (2024) |
|---|---|
| Stephen P. Larson | 2,296 |
Performance Compensation
- No performance-based compensation is disclosed for directors. Equity awards are fully vested quarterly stock grants determined by fixed dollar value, not tied to performance metrics .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Larson in the proxy .
- Interlocks: No compensation committee interlocks or insider participation involving Larson disclosed; compensation committee members during 2024 were Calhoun (Chair), Carruthers, Kotzubei, and previously Sigler (to April 2024) .
Expertise & Qualifications
- Deep operating, finance, and global logistics background from Caterpillar/Caterpillar Logistics; interim CEO experience at Neovia Logistics .
- Board skills matrix credits Larson with strengths in public company governance, C‑suite leadership, industry/operations, finance/accounting, risk management, governance/sustainability, supply chain/logistics, and HR/compensation .
Equity Ownership
| As-of Date | Beneficially Owned Shares | Percent of Class |
|---|---|---|
| February 24, 2025 | 82,848 | <1% (asterisk indicates less than one percent) |
Policy context:
- Hedging/derivatives in company stock are prohibited for directors, officers, and employees under insider trading policy .
- No pledging of shares by Larson is flagged in the proxy’s stock ownership disclosures .
Insider Trades (Signals of Alignment)
| Trade Date | Filing Date | Type | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| May 13, 2025 | May 19, 2025 | Open-market purchase | 10,000 | $22.50 | 93,773 | SEC Form 4; TradingView news citing Form 4 |
| Jun 30, 2025 | Jul 2, 2025 | Form 4 (stock award grant reported) | — | $0.00 (grant) | — | SEC Form 4 (details in filing) |
Note: Exact share count for the June 30, 2025 stock award is available in the Form 4 XML; the proxy confirms directors receive fully vested quarterly stock awards .
Related-Party/Conflict Review
- No related-party transactions involving Larson are disclosed. The Audit Committee (independent) reviews and must approve related-person transactions; the policy explicitly applies and also covers any Platinum-affiliated entity transactions .
- Background governance context: Platinum Equity holds ~12.3% and has nomination rights under an Investor Rights Agreement (up to one director at current ownership); Larson is not a Platinum nominee and is independent .
Governance Assessment
-
Strengths:
- Independent Board Chair since Jan 2024—enhances board accountability and separation from management .
- Governance committee chair—positions Larson to lead board composition, refreshment, and governance policy oversight .
- Solid attendance (≥75%) and engagement; service on Executive and (ad hoc) Transaction Committees supports responsiveness to strategic actions .
- Insider open-market purchase in May 2025 increases skin-in-the-game—positive alignment signal .
-
Risks/Watch items:
- Staggered board structure persists (board’s rationale: stability/continuity), which some investors view as entrenching; reassess in context of shareholder preferences .
- Platinum’s continuing nomination rights (now up to one seat) can influence board composition, though a majority are independent and no Larson-specific conflicts are disclosed .
-
Compensation alignment:
- Director pay mix is balanced with cash retainers plus modest fully vested equity; Board Chair receives an additional $100k (50% stock/50% cash), approved mid-2024, appropriately recognizing added workload .
-
Shareholder responsiveness:
- Say-on-pay support >99% in 2024 underscores investor confidence in compensation governance (contextual to exec pay, but indicative of broader governance credibility) .
Summary View for Investors
Larson brings deep operations/logistics and finance expertise, chairs governance, and serves as independent Board Chair—factors supportive of board effectiveness. No related-party issues are disclosed. His recent open-market purchase is a positive signal for alignment; overall governance posture is investor-friendly, with a note to monitor staggered board structure and Platinum influence over time .