Michael Siegal
OLYMPIC STEELAbout Michael D. Siegal
Michael D. Siegal, age 72, is Executive Chairman and Chairman of the Board at Olympic Steel (ZEUS). He joined the Board in 1984, served as CEO from 1984–2018, became Chairman in 1994, and Executive Chairman since January 2019, bringing over 40 years of operating experience and is a substantial long-term shareholder from the founding family . Olympic Steel’s recent performance metrics used in executive pay include EBITDA (ex-LIFO): $72.3 million in 2024 versus $95.9 million in 2023 and $153.5 million in 2022; Company TSR (value of $100 investment): 191 in 2024, 384 in 2023, 192 in 2022, 132 in 2021, 75 in 2020 . Education was not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Olympic Steel (ZEUS) | Executive Chairman | 2019–present | Oversight of strategy, continuity of founder-family stewardship; pay decisions reviewed by independent Compensation Committee |
| Olympic Steel (ZEUS) | Chairman of the Board | 1994–present | Board leadership and risk oversight with Lead Director structure |
| Olympic Steel (ZEUS) | Chief Executive Officer | 1984–2018 | Led multi-decade growth and diversification; deep operational expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Twin City Fan | Director | Since 2018 | Industry and operations expertise |
| Development Corporation for Israel | Director | Not disclosed | Capital markets and global networks |
| Jewish Agency for Israel | Immediate Past Chair, Board of Trustees | Not disclosed | Global leadership and governance experience |
| Maccabi World Union | Volunteer President | Current | Global organizational leadership |
| Metals Service Center Institute (MSCI) | Prior Director | Not disclosed | Metals industry advocacy |
| Cleveland-Cliffs, University Hospitals of Cleveland, Rock & Roll Hall of Fame | Prior Director | Not disclosed | Regional business and civic governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 375,000 | 447,917 | 500,000 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan Comp ($) | — | — | — |
| All Other Compensation ($) | 33,694 | 29,180 | 29,826 |
| Total ($) | 408,694 | 477,097 | 529,826 |
2024 “All Other Compensation” components for Siegal: 401(k)/profit-sharing $10,350; disability insurance $1,014; life insurance $2,472; perqs (tax prep, cell phone, automobile) $15,990 .
Performance Compensation
| Incentive Type | Metric | Weighting | 2024 Target | 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Senior Manager Cash Incentive Plan | EBITDA (ex-LIFO) | Not disclosed | $85 million EBITDA target (adjusted for acquisitions) | $72.3 million EBITDA (ex-LIFO) | Not applicable to Siegal (excluded from incentive pool) | Annual cash; plan cap $3,000,000 per participant |
| C-suite LTIP (RSUs/PSUs/cash) | ROna (EBITDA / Avg AR+Inventory+PP&E) | Not disclosed | 3-year performance; >5% threshold; 150% max at >10% | Company-level; specific executive payouts vary | Not applicable to Siegal (no LTIP grants) | RSUs service vest at 3 years; PSUs vest on 3-year ROna |
Key structural notes:
- As Executive Chairman, Siegal did not participate in the annual cash incentive pool for 2024 .
- He did not receive long-term incentive grants under either the C-suite LTIP or Phantom Stock Plan in 2024 (and role statement indicates exclusion) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Shares Owned | 1,067,072 shares |
| Ownership % of Outstanding | 9.6% of common stock |
| Vested vs. Unvested RSUs | None disclosed for Siegal; no RSUs shown in management table |
| Options (Exercisable/Unexercisable) | None outstanding |
| Shares Pledged as Collateral | Company policy prohibits pledging/margin accounts for directors and executive officers |
| Hedging | Company policy prohibits hedging for directors and executive officers |
| Insider Trading Controls | Pre-clearance procedures; prohibition on short sales and certain derivatives |
Employment Terms
| Contract Element | Terms |
|---|---|
| Agreement Type | Retention agreement operative only upon change in control |
| Trigger | Double-trigger: severance if terminated without cause or by officer for “good reason” during post-CIC employment period |
| Severance Multiple | 2.99x average of last three years’ compensation (salary, cash bonus, LTIP cash, Company retirement contributions, certain perqs, insurance continuation, long-term incentives) |
| Non-Compete | Two years post-employment |
| Excise Tax Treatment | Cut-back to avoid 280G excise tax if beneficial |
| Insurance Continuation | Two years of medical, dental, disability and life insurance coverage equivalent cost for Siegal |
Estimated change-in-control (CIC) payments as of 12/31/2024 if terminated in a manner triggering benefits:
| Component | Amount ($) |
|---|---|
| Salary | 1,318,507 |
| Cash Incentive Payout | — (not applicable) |
| Retirement Plan Contribution Amounts | 32,143 |
| Personal Benefit Amount (perqs) | 191,066 |
| Continuation of Insurance Coverage | 61,349 |
| Long-Term Equity-Based Incentive Payout | — (not applicable) |
| Long-Term Cash-Based Incentive Payout | — (not applicable) |
| Total | 1,603,064 |
Board Governance
- Board Service: Director since 1984; Chairman since 1994; Executive Chairman since January 2019 .
- Independence: Board determined multiple directors as independent; Siegal is not listed as independent .
- Committees: Siegal is not listed as a member of the Audit & Compliance, Compensation, or Nominating & Governance Committees; committee compositions are fully independent .
- Board and Committee Attendance: Each director attended all regularly scheduled Board and committee meetings in 2024 .
- Lead Independent Director: Arthur F. Anton; responsibilities include presiding when Chair absent, liaison role, approving Board information/agendas/schedules, calling independent director meetings, and shareholder consultation availability .
- Executive Sessions: All non-management directors meet separately at every regularly scheduled Board meeting .
- Director Compensation: Employee directors receive no additional remuneration; non-employee director retainers and restricted stock grants detailed separately .
Dual-role implications:
- Executive Chairman and founding-family substantial shareholder status can raise independence concerns; mitigants include a formal Lead Director role, fully independent standing committees, and routine executive sessions of non-management directors .
Related Party Transactions
- Facility Lease: Siegal holds 50% of the partnership owning an Olympic Steel-leased warehouse in Cleveland, OH; lease through December 31, 2028 with three five-year renewal options; current monthly rent $18,743; transactions reviewed under related-party policy .
- Family Employment: His son, Zachary Siegal (President – Manufactured Metals Products), 2024 comp included base salary $509,375 and incentive $503,845 with standard benefits/perqs; transactions reviewed under policy .
Compensation Peer Group and Governance Practices
- Compensation Consultant: Pearl Meyer, engaged by Compensation Committee; independence assessed with no conflicts identified .
- Peer Group (benchmarking beginning 2023): Ryerson Holding, Masonite, SunCoke Energy, Worthington Industries, Griffon, Warrior Met Coal, Mueller Industries, Greenbrier Companies, Park-Ohio, Kaiser Aluminum, Wabash National, TimkenSteel, Schnitzer Steel, Manitowoc, Gibraltar Industries, Allegheny Technologies, Carpenter Technology, Kennametal, Century Aluminum, Quanex Building Products .
- Target Percentile: No specific percentile targeted; peer data used as a reference among broader comparators .
- Say-on-Pay: ~99% approval at 2024 Annual Meeting; Committee made no major changes given strong support .
- Clawback: SEC/Nasdaq-compliant compensation recoupment policy effective Nov 2, 2023 covering incentive-based compensation on restatement regardless of fault, subject to impracticability exceptions .
- Anti-Hedging/Anti-Pledging: Prohibitions for directors and executive officers on hedging, pledging, margin accounts, short sales, and certain derivatives .
Company Performance Context (Pay vs Performance Reference)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| EBITDA ($000s) | 18,546 | 214,632 | 153,485 | 95,856 | 72,287 |
| Net Income ($000s) | (5,595) | 121,051 | 90,931 | 44,529 | 22,980 |
| Company TSR (value of $100) | 75 | 132 | 192 | 384 | 191 |
Director Compensation (For completeness; Siegal as employee director receives none)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Arthur F. Anton | 145,000 | 110,000 | 255,000 |
| Dirk A. Kempthorne | 125,000 | 110,000 | 235,000 |
| Idalene F. Kesner | 130,000 | 110,000 | 240,000 |
| Michael G. Rippey | 135,000 | 110,000 | 245,000 |
| Richard P. Stovsky | 110,000 | 110,000 | 220,000 |
| Vanessa L. Whiting | 110,000 | 110,000 | 220,000 |
| David A. Wolfort | 360,000 | — | 684,953 (includes incentive/perqs) |
Investment Implications
- Alignment and Stability: Siegal’s substantial ownership (9.6%) and anti-pledging/hedging restrictions indicate strong alignment and reduced forced-selling risk; his 2024 pay is predominantly fixed cash with modest perqs, and he is excluded from variable incentive pools, limiting near-term sell pressure from vestings .
- Governance Mitigants vs Dual-Role Risk: Executive Chairman and non-independent status raise oversight considerations; mitigated by Lead Independent Director powers, independent committees, and routine executive sessions of non-management directors .
- CIC Economics and Retention: A 2.99x CIC severance multiple and two-year non-compete support retention and continuity through strategic events; investors should model potential CIC cash outflows and governance continuity under double-trigger conditions .
- Related-Party Scrutiny: The long-standing warehouse lease and family employment are monitored under a formal related-party policy; investors may consider ongoing optics and ensure continued robust committee oversight .
- Pay Program Credibility: Strong say-on-pay approval (~99%) and a clawback policy consistent with SEC/Nasdaq bolster credibility of compensation governance; performance metrics emphasize EBITDA/ROna for the C-suite though Siegal is outside the incentive pool .