Arthur Anton
OLYMPIC STEELAbout Arthur F. Anton
Arthur F. Anton, age 67, has served on Olympic Steel’s (ZEUS) Board since 2009 and is the Board’s Lead Director. He is a former Chairman & CEO of Swagelok and a former partner at Ernst & Young, bringing finance and operating expertise; the Board designates him an “audit committee financial expert.” The Board has determined he is independent under Nasdaq rules, and directors (including Anton) attended 100% of Board and committee meetings in 2024. As Lead Director, his responsibilities include presiding at executive sessions, liaising between the Chair and independent directors, approving information/agenda/schedules, calling meetings of independent directors, and being available to major shareholders upon request .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swagelok Company | Chairman of the Board & CEO | 2017–Dec 31, 2019 | Led global fluid systems business; prior President & CEO (2004–2017); President & COO (2001–2004); EVP (2000–2001); CFO (1998–2000) |
| Ernst & Young LLP | Partner | Prior to 1998 | Public company audit experience; accounting expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| SunCoke Energy, Inc. | Chairman of the Board | Current | Public company chairmanship |
| Diebold Nixdorf, Incorporated | Director | Current | Public company directorship |
| The Sherwin-Williams Company | Director | Prior | Former board member |
Board Governance
- Committee assignments: Audit and Compliance Committee (member; designated “audit committee financial expert”) and Compensation Committee (member). Not a committee chair; serves as Lead Director of the Board .
- Independence and attendance: Independent under Nasdaq standards; the Board held 4 meetings in 2024 (Audit 4; Compensation 3; Nominating 1), and each director attended all Board and applicable committee meetings in 2024. Non-management directors met in executive session at every regularly scheduled Board meeting .
- Lead Director responsibilities: Presides at meetings when the Chair is absent (including executive sessions), liaises between Chair and independent directors, approves Board materials/agenda/schedule, can call meetings of independent directors, and is available to major shareholders upon request .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash fees (retainers/lead premium) | $145,000 |
| Equity (time‑based restricted stock) | $110,000 |
| Total 2024 director compensation | $255,000 |
- Standard structure: Non-employee directors received $27,500 per quarter ($110,000/year) cash retainer; Lead Director receives an additional $8,750 per quarter; committee chair retainers vary by committee (Audit Chair +$6,250/qtr; Compensation Chair +$5,000/qtr; Nominating Chair +$3,750/qtr). Directors were granted 1,675 restricted shares on March 12, 2024, vesting one-third on Dec 31, 2024, Dec 31, 2025, and Dec 31, 2026 .
Performance Compensation (Director)
- Equity grant mechanics (time-based): Anton received the standard director grant of 1,675 restricted shares (one-third vests on Dec 31, 2024, Dec 31, 2025, Dec 31, 2026). Directors do not have dividends/votes on these shares until vesting. No performance-based conditions disclosed for director equity grants .
| Award Type | Grant Date | Shares/Units | Vesting | Performance Metric |
|---|---|---|---|---|
| Restricted Stock | Mar 12, 2024 | 1,675 | 1/3 each on 12/31/2024, 12/31/2025, 12/31/2026 | None (time-based) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| SunCoke Energy, Inc. | Chairman | Not disclosed | Current chair; no compensation committee interlocks disclosed by ZEUS |
| Diebold Nixdorf, Incorporated | Director | Not disclosed | Current director; no compensation committee interlocks disclosed by ZEUS |
| The Sherwin-Williams Company | Director (prior) | Audit committee member (prior) | Prior directorship; adds accounting oversight experience |
Compensation Committee Interlocks: ZEUS reports no interlocks for 2024; Anton served on ZEUS’s Compensation Committee alongside independent directors .
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; former EY partner; deep accounting and financial reporting knowledge .
- Operating leadership: Former Chairman & CEO, President & COO, and CFO at Swagelok; significant operating and governance experience .
- Governance: Lead Director responsibilities reflect strong independent board leadership and shareholder engagement capacity .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 85,308 shares (<1%) |
| Components (per footnotes) | Includes 44,626 RSUs convertible into shares upon leaving the Board; includes 558 restricted shares vesting 12/31/2025 and 559 restricted shares vesting 12/31/2026 |
| Director ownership guidelines | Minimum 5× annual cash retainer within 5 years; as of 12/31/2024 all non-management directors had met guidelines |
| Anti-hedging/pledging | Directors prohibited from hedging and from pledging ZEUS stock or holding in margin accounts |
Board Governance Signals and Risk Indicators
- Independence and attendance: Independent; 100% attendance across Board/committee meetings in 2024 (supports engagement) .
- Leadership: Serves as Lead Director with defined oversight and shareholder engagement responsibilities (positive governance signal) .
- Compensation alignment: Director pay combines cash retainer and multi‑year, time‑vested equity; standard structure with vesting through 2026 encourages continuity and alignment .
- Ownership alignment: Significant director RSUs deferred until board departure and compliance with 5× retainer ownership guidelines; anti-hedging/anti-pledging policy reduces misalignment risk .
- Related-party transactions: ZEUS disclosed related-party matters involving other insiders; no transactions involving Anton were disclosed for 2024 (no conflicts flagged for Anton) .
- Say‑on‑Pay context: Shareholders approved NEO pay with ~99% support at the 2024 meeting, indicating broad investor support for compensation practices (context for overall governance posture) .
Insider Trades
- No Form 4 insider trading activity for Arthur F. Anton is disclosed in the 2025 proxy; the document provides beneficial ownership but not transaction details .
Governance Assessment
- Strengths:
- Independent Lead Director with explicit authority and responsibilities; consistent executive sessions and full meeting attendance reinforce board effectiveness .
- Deep finance and operating background; designated audit committee financial expert enhances oversight of controls and financial reporting .
- Alignment mechanisms include multi‑year equity with director ownership guidelines met by all non-management directors; anti-hedging/pledging policy in place .
- No compensation committee interlocks; no Anton-related party transactions disclosed (lower conflict risk) .
- Watch items:
- Multiple external public board roles (Chairman at SunCoke; director at Diebold Nixdorf) imply meaningful time commitments; however, ZEUS reported 100% attendance in 2024, mitigating near-term concern .