Dirk Kempthorne
OLYMPIC STEELAbout Dirk A. Kempthorne
Dirk A. Kempthorne, age 73, has served on Olympic Steel’s Board since 2010 and is currently Chair of the Nominating and Governance Committee and a member of the Compensation Committee. His public-sector leadership includes Mayor of Boise (1986–1993), U.S. Senator from Idaho (1993–1999), Governor of Idaho (1999–2006), and U.S. Secretary of the Interior (2006–2009). He leads The Kempthorne Group (since 2009) and previously served as President & CEO of the American Council of Life Insurers (2010–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Boise | Mayor | 1986–1993 | Executive leadership; civic administration |
| U.S. Senate (Idaho) | U.S. Senator | 1993–1999 | Federal legislative experience |
| State of Idaho | Governor | 1999–2006 | Executive oversight; state governance |
| U.S. Department of the Interior | Secretary (49th) | 2006–2009 | National policy, environmental/land management |
| American Council of Life Insurers | President & CEO | 2010–2018 | Industry advocacy; trade association leadership |
| The Kempthorne Group | President | 2009–present | Strategic consulting |
External Roles
| Company | Role | Tenure/Start Year | Notes |
|---|---|---|---|
| FMC Corporation | Director | Since 2009 | Global agriculture science company |
| Robert Half International, Inc. | Director | Since 2009 | Professional staffing/services |
Board Governance
- Independence: The Board determined Kempthorne is an independent director under Nasdaq rules .
- Committee assignments:
- Nominating & Governance Committee: Chair; oversight includes director selection and sustainability .
- Compensation Committee: Member; oversight of executive compensation and equity plans; uses independent consultant Pearl Meyer; no interlocks in 2024 .
- Meetings and attendance (2024): Board held 4 meetings; Compensation Committee 3; Nominating & Governance 1; each director attended all meetings of the Board and their committees. Non-management directors held executive sessions at every regular Board meeting .
| Committee | Role | 2024 Meetings Held | Kempthorne Attendance |
|---|---|---|---|
| Board of Directors | Director | 4 | 100% |
| Compensation Committee | Member | 3 | 100% |
| Nominating & Governance Committee | Chair | 1 | 100% |
Governance policies and safeguards:
- Anti-hedging and anti-pledging: Directors are prohibited from hedging and pledging company securities; short sales and derivatives are also prohibited .
- Majority voting policy for uncontested elections; resignations considered when “withheld” votes exceed “for” votes .
- Ownership guidelines: Non-employee directors must hold stock equal to 5× annual cash retainer within five years; all non-management directors met the guidelines as of 12/31/2024 .
Fixed Compensation
2024 director compensation structure and amounts for Kempthorne:
| Component | Detail | Amount ($) |
|---|---|---|
| Annual Cash Retainer | $27,500 per quarter ($110,000/year) | $110,000 |
| Committee Chair Fee | Nominating & Governance Chair: $3,750 per quarter ($15,000/year) | $15,000 |
| Total Cash Fees | Retainer + Chair fee | $125,000 |
| Restricted Stock Grant | 1,675 time-based shares granted 3/12/2024; vest 1/3 on 12/31/2024, 12/31/2025, 12/31/2026; no voting/dividends until vest | $110,000 (grant-date fair value) |
| Option Awards | None outstanding as of 12/31/2024 | — |
Performance Compensation
| Performance Metric | Applies to Non-Employee Director Pay? | Notes |
|---|---|---|
| EBITDA/TSR/ESG targets | No | Director equity grants are time-based restricted stock; no performance-linked director pay disclosed |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | FMC Corporation; Robert Half International, Inc. |
| Interlocks at ZEUS | Compensation Committee had no interlocks in 2024 |
| Overlaps with ZEUS stakeholders | None disclosed; FMC (ag science) and Robert Half (staffing) are not listed as ZEUS customers/suppliers in proxy |
Expertise & Qualifications
- Public-sector leadership (Mayor, Senator, Governor, Cabinet Secretary) and national policy experience .
- Trade association executive (ACLI) and consulting leadership (The Kempthorne Group), providing governance, policy, and stakeholder engagement expertise .
- Board leadership at ZEUS: Chair of Nominating & Governance; member of Compensation Committee .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 44,501 shares; <1% of outstanding | Ownership percentages provided; “less than 1%” |
| Vested RSUs (convertible at Board exit) | 42,826 shares | Will convert when no longer a Board member |
| Unvested restricted stock | 558 shares vest 12/31/2025; 559 shares vest 12/31/2026 | From time-based director grants |
| Hedging/pledging | Prohibited by policy | Applies to directors |
| Ownership guideline compliance | Met as of 12/31/2024 | 5× annual cash retainer requirement |
Governance Assessment
-
Positive signals:
- Independent director with full 2024 attendance across Board and committees; consistent executive sessions reinforce independent oversight .
- Chair of Nominating & Governance; committee oversees director selection and sustainability, indicating active governance stewardship .
- Clear anti-hedging/anti-pledging policy and director ownership guidelines (met), supporting alignment with shareholders .
- Transparent director pay structure (cash retainer + chair fees + time-based equity) with no options; balanced cash/equity mix ($125,000 cash; $110,000 equity in 2024) .
- No related-party transactions disclosed for Kempthorne; Compensation Committee reported no interlocks .
- Strong shareholder support for executive pay (2024 Say-on-Pay ~99%), reflecting broader confidence in compensation governance .
-
Monitoring points:
- External public board commitments at FMC and Robert Half require ongoing evaluation of time availability relative to ZEUS duties; current proxy affirms full attendance in 2024 .
- Family-related transactions exist at ZEUS (Siegal/Wolfort), but none involve Kempthorne; policy mandates audit committee review/ratification and sets materiality thresholds .
Overall, Kempthorne’s independence, committee leadership, attendance record, and compliance with ownership policies support board effectiveness and investor confidence, with low conflict risk based on proxy disclosures .