Idalene Kesner
OLYMPIC STEELAbout Idalene F. Kesner
Idalene F. Kesner, age 67, has served on Olympic Steel’s Board since 2018. She is the former Dean of Indiana University’s Kelley School of Business (2013–2022) and serves as the Frank P. Popoff Chair of Strategic Management, having joined the Kelley faculty in 1995. At ZEUS, she is an independent director and Chair of the Compensation Committee, and a member of the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University Kelley School of Business | Dean | 2013–2022 | Led one of the top U.S. business schools; executive education governance |
| Indiana University Kelley School of Business | Frank P. Popoff Chair of Strategic Management; Professor | Since 1995 | Academic leadership in strategy |
External Roles
| Company/Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Berry Global Group, Inc. | Director | Current | Public company; packaging |
| Duke Energy | Director | Since Dec 2021 | Public utility |
| American Family Insurance Company | Director | Current | Mutual insurer (non-public) |
| Lincoln Industries | Board of Advisors | Current | Manufacturing advisory role |
| Sun Life Financial, Inc. | Director | Former | Public company; prior service |
Board Governance
- Committees: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Independence: Board determined Kesner is independent under Nasdaq rules .
- Attendance: In 2024, the Board held 4 meetings; Compensation Committee 3; Nominating & Governance Committee 1. Each Director attended all Board and relevant committee meetings; non-management directors met in executive session at every regular Board meeting .
- Lead Independent Director: Arthur F. Anton (not Kesner) .
- Compensation consultant: Pearl Meyer engaged by the Compensation Committee; independence reviewed with no conflicts identified .
| Committee | Role | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Compensation | Chair | 3 | Yes | Oversees executive pay; hires compensation consultants |
| Nominating & Governance | Member | 1 | Yes | Oversees director nominations and sustainability |
Fixed Compensation
- Structure (2024): Non-employee directors received $27,500 per quarter cash retainer ($110,000 annual), with additional quarterly chair fees: Compensation Chair $5,000; Lead Director $8,750; Audit Chair $6,250; Nominating Chair $3,750. No meeting fees; reimbursement for out-of-pocket expenses .
- Kesner’s 2024 Director Pay: Cash fees $130,000; Stock awards grant-date fair value $110,000; Total $240,000 .
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash Fees (Kesner) | $90,000 | $130,000 | Reflects quarterly retainer ($20k/qtr in 2023 vs $27.5k/qtr in 2024) and Compensation Chair fees ($2.5k/qtr in 2023 vs $5k/qtr in 2024) |
| Equity (Grant-date fair value) | $80,000 | $110,000 | Time-based restricted stock/RSU grants |
Performance Compensation
Directors at ZEUS receive time-based equity (no director-level performance metrics). Kesner’s committee oversight emphasizes executive pay-for-performance: annual cash incentives tied to EBITDA and PSUs tied to Return on Net Assets (RONA).
| Equity Grant | 2023 | 2024 | Vesting Schedule |
|---|---|---|---|
| Director equity award | 1,628 RSUs | 1,675 restricted stock | 2023 RSUs vested Jan 1, 2024 and convert at Board departure; 2024 restricted stock vests one-third on Dec 31, 2024/2025/2026; no voting/dividends until vest |
| Executive Pay Metric (under Compensation Committee purview) | 2023 | 2024 | Details |
|---|---|---|---|
| Targeted EBITDA (for annual cash incentives) | $65 million | $85 million (adjusted for acquisitions) | Incentives only if EBITDA > 5% of average AR+Inventory+PPE; per-participant cap $3,000,000 |
| PSUs (C-suite LTIP) | RONA >5% threshold | RONA >5% threshold | Max at RONA >10%; payouts capped at 150% of grant |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None reported for 2024 .
- Shared directorships: Noted in independence guidelines as categorically immaterial when applicable; Kesner remains independent .
| Category | Detail |
|---|---|
| Interlocks | No Compensation Committee interlocks per SEC rules |
| Independence | Board-confirmed independent director |
Expertise & Qualifications
- Senior academic leader and strategy scholar (Dean, Frank P. Popoff Chair) .
- Public company board experience across industrials, energy, and financial services (Berry Global, Duke Energy; former Sun Life) .
- Governance leadership: Chair of ZEUS Compensation Committee; member of Nominating & Governance Committee .
Equity Ownership
- Beneficial Ownership: 21,828 shares (less than 1%); includes 20,153 RSUs that convert when no longer a Board member .
- Scheduled vesting: 558 restricted shares vest Dec 31, 2025; 559 vest Dec 31, 2026 .
- Ownership Guidelines: Non-employee directors must hold shares equal to 5× annual cash retainer within five years; as of Dec 31, 2024 all non-management directors met guidelines .
- Hedging/Pledging: Company prohibits hedging and pledging of ZEUS securities by directors .
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 21,828 | <1% ownership |
| Additional RSUs (deferred until Board departure) | 20,153 | Deferred conversion at Board departure |
| Restricted Stock Scheduled Vesting | 558 on 12/31/2025; 559 on 12/31/2026 | Time-based vesting |
| Ownership Guideline Compliance | Met (all non-management directors) | 5× annual cash retainer guideline |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policy |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: Strong support (For 9,818,417; Against 79,758; Abstain 39,046; Broker Non-Votes 591,342) .
- 2025 Say-on-Pay: Strong support (For 8,406,595; Against 149,020; Abstain 25,693; Broker Non-Votes 1,091,370) .
| Measure | 2024 | 2025 |
|---|---|---|
| Say-on-Pay (For/Against/Abstain/Broker Non-Votes) | 9,818,417 / 79,758 / 39,046 / 591,342 | 8,406,595 / 149,020 / 25,693 / 1,091,370 |
Director Election Results (Kesner)
| Election Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 9,471,790 | 455,826 | 9,605 | 591,342 |
Related Party Transactions & Conflicts
- Policy: Related party transactions >$120,000 reviewed/approved by the Audit & Compliance Committee; chair may approve < $500,000 .
- Disclosures: 2024–2025 related party transactions disclosed involve other executives/directors (Siegal, Wolfort family relationships; warehouse lease with Siegal-related partnership); no related-party transactions disclosed for Kesner .
Governance Assessment
- Strengths:
- Independent director with robust governance credentials; serves as Compensation Committee Chair and Nominating & Governance Committee member .
- Strong attendance and engagement; Board and committee meetings fully attended in 2024; regular executive sessions of non-management directors .
- Clear pay-for-performance framework under her committee’s oversight (EBITDA-driven annual incentives; RONA-based PSUs with thresholds and caps), and independent consultant engagement with no conflicts .
- High shareholder support for Say-on-Pay in 2024 and 2025, indicating investor confidence in compensation governance .
- Director ownership guidelines met; anti-hedging/anti-pledging policies strengthen alignment .
- Watch items / potential red flags:
- Year-over-year increase in director cash retainer and chair fees (from $20k/qtr to $27.5k/qtr; Compensation Chair from $2.5k/qtr to $5k/qtr) warrants monitoring for pay inflation, though aligned with broader governance enhancements (equity grants and responsibilities) .
- Company-level related-party transactions (family employment, long-standing lease) are managed under policy; not linked to Kesner but remain governance optics considerations .
Overall, Kesner’s independence, committee leadership, and consistent attendance support Board effectiveness. Strong Say-on-Pay outcomes and defined performance metrics under her committee are positive signals for investor confidence .