David Wolfort
OLYMPIC STEELAbout David A. Wolfort
- Age 72; joined ZEUS’s Board in 1987; former COO (1995–2016) and President (2001–2019); since 2020 serves as Senior Commercial Advisor to Olympic Steel .
- Biography highlights: member of U.S. Industry Trade Advisory Committee on Steel (U.S. Dept. of Commerce); former Chair of MSCI Government Affairs Committee and MSCI PAC; trustee roles at Ohio University Foundation (Audit, Development, Finance Committees) and Musical Arts Association (Cleveland Orchestra) where he chairs the Human Resource Committee and sits on Finance .
- Independence: Not identified by the Board as independent (independent directors listed exclude Mr. Wolfort), consistent with his ongoing employment as Senior Commercial Advisor .
- Attendance: ZEUS disclosed each director attended all regularly scheduled Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olympic Steel (ZEUS) | Director | 1987–present | Long-tenured board member |
| Olympic Steel (ZEUS) | President | 2001–2019 | Led operations and commercial strategy |
| Olympic Steel (ZEUS) | Chief Operating Officer | 1995–2016 | First COO; oversaw operations |
| Olympic Steel (ZEUS) | Senior Commercial Advisor | 2020–present | Ongoing advisory role to management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Industry Trade Advisory Committee on Steel (Dept. of Commerce) | Member | Not disclosed | Policy/industry advisory |
| MSCI (industry association) | Chair, Government Affairs Committee; Chair, Political Action Committee (past) | Not disclosed | Industry advocacy |
| Ohio University Foundation | Board roles/Trustee | Current | Audit, Development, Finance Committees |
| Musical Arts Association (Cleveland Orchestra) | Trustee | Current | Chair, Human Resource Committee; Finance Committee |
Board Governance
- Committee assignments: Current committee rosters list Audit (Rippey—Chair; Anton, Stovsky, Whiting), Compensation (Kesner—Chair; Anton, Kempthorne, Stovsky), and Nominating & Governance (Kempthorne—Chair; Kesner, Rippey, Whiting). Mr. Wolfort is not listed on any of these committees .
- Independence status: Not designated independent; independent directors named are Kempthorne, Anton, Stovsky, Rippey, Kesner, Whiting; Scott (nominee) is independent .
- Board engagement: All directors attended all regularly scheduled meetings in 2024; non‑management directors meet in executive session at every regularly scheduled Board meeting .
- Board leadership: Lead Director is Arthur F. Anton; duties include presiding over independent director sessions and agenda approvals .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Fees and Salary (Cash) | $360,000 | Reported in Director Compensation Table |
| Stock Awards | — | No director stock grant reported for Mr. Wolfort in 2024 |
| All Other Compensation | $21,349 | 401(k)/profit-sharing, insurance premiums, perquisites (tax prep, cell phone, auto allowance) |
Benchmark (for non‑employee directors): $27,500 quarterly retainer; additional per‑quarter chair/lead fees (Audit $6,250; Compensation $5,000; Nominating & Governance $3,750; Lead Director $8,750); 1,675 restricted shares granted to each non‑employee director on Mar 12, 2024 (vesting in thirds through 2026) .
Performance Compensation
| Metric/Plan | Design | 2024 Company Result | Mr. Wolfort 2024 Payout |
|---|---|---|---|
| Senior Manager Cash Incentive Plan (EBITDA-based) | Earned only if EBITDA > 5% of average A/R + Inventory + PP&E; caps at $3,000,000 per participant | EBITDA (ex‑LIFO): $72.3m | $303,604 (Non‑Equity Incentive) |
Notes: Use of EBITDA threshold aligns with ZEUS-wide senior manager incentive design; the proxy footnote specifies Mr. Wolfort’s “Non-Equity Incentive Plan Compensation” reflects amounts earned under the Senior Manager Cash Incentive Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in ZEUS proxy biography |
| Non‑profit/academic boards | Ohio University Foundation (Audit/Development/Finance) ; Musical Arts Association (Cleveland Orchestra) – HR Chair; Finance Committee |
| Industry/government roles | U.S. Industry Trade Advisory Committee on Steel (Commerce) ; past MSCI committee chairs |
| Interlocks with competitors/customers/suppliers | None disclosed in proxy; biography lists only non‑profit and advisory roles |
Expertise & Qualifications
- Deep operating and commercial experience from decades as COO and President at Olympic Steel; extensive knowledge of metals industry and ZEUS operations .
- Policy and industry advocacy exposure via ITAC (Steel) and MSCI leadership roles .
- Governance experience through committee leadership at major non-profit institutions (HR/Finance committees) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 170,354 | As of March 10, 2025 |
| Additional vested RSUs (not yet converted) | 57,171 | Vested RSUs subject to deferred conversion |
| Of which: RSUs converting at retirement | 34,953 | Will convert when he retires from the Company |
| Ownership % of outstanding | 1.5% | As reported |
| Hedging/Pledging | Company prohibits hedging and pledging by directors and certain employees |
Insider Trades
| Filing Date | Period of Report | Form | Link |
|---|---|---|---|
| 2025-05-14 | 2025-05-13 | Form 4 | https://www.sec.gov/Archives/edgar/data/917470/000143774925016826/0001437749-25-016826-index.htm |
| 2022-05-13 | 2022-05-13 | Form 4 | http://pdf.secdatabase.com/669/0001437749-22-012347.pdf |
| 2022-06-08 (filed) | 2022-06-07 | Form 4 | https://sec.gov/Archives/edgar/data/1136932/000143774922013317/0001437749-22-013317-index.htm |
For comprehensive Section 16 listings see ZEUS’s Section 16 page: https://www.olysteel.com/investor-relations/section-16
Governance Assessment
- Independence and Committee Roles
- Not independent (ongoing employment as Senior Commercial Advisor) and not listed on Audit, Compensation, or Nominating & Governance committees—reducing direct influence over key oversight committees and aligning with Nasdaq independence standards .
- Attendance and Engagement
- 100% attendance at regularly scheduled Board and committee meetings in 2024; independent directors hold executive sessions at every regularly scheduled Board meeting—positive engagement signal .
- Pay and Incentive Alignment
- As a director-employee, compensation includes significant cash and participation in the EBITDA-based Senior Manager Cash Incentive Plan ($303,604 in 2024), rather than the standard non‑employee director equity grant—creates a management‑like pay mix and reduces equity-based alignment relative to other non‑employee directors .
- Ownership Alignment
- Meaningful ownership (1.5% of outstanding; 170,354 shares beneficially owned) with additional vested RSUs (57,171) including 34,953 deferred until retirement—strong “skin-in-the-game” signal; no pledging permitted under policy .
- Related-Party and Conflicts
- RED FLAG: Son (Andrew Wolfort) employed as Vice President – Specialty Metals (2024 comp: $400,000 base; $420,182 incentive; standard perquisites), disclosed and ratified under related‑party policy—presents potential perceived conflicts requiring ongoing oversight .
- Shareholder Feedback Context
- Say‑on‑pay passed with ~99% support at 2024 Annual Meeting, suggesting broad investor support for compensation framework at that time (contextual rather than director-specific) .
Overall: Mr. Wolfort brings extensive operating and industry expertise and maintains significant ownership, but his non‑independent status, employment relationship, and family employment within the company warrant continued monitoring for conflicts and board independence optics. Strong attendance and lack of committee memberships mitigate oversight concerns, while anti‑hedging/pledging policy and disclosed related‑party review procedures provide structural safeguards .