Peter Scott
OLYMPIC STEELAbout Peter J. Scott
Peter J. Scott (age 59) is nominated as an independent director to the Olympic Steel (ZEUS) Board for a two-year term ending at the 2027 Annual Meeting; he founded Headwall Partners in 2016 and previously held senior investment banking roles at Jefferies and Morgan Stanley. He holds an MBA (Finance) from University of Chicago Booth and BA in English Literature and BS in Industrial Engineering from Lehigh University; the Board determined he is an independent director nominee under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Headwall Partners | Founder, Managing Partner | 2016–present | Independent investment banking focused on steel/metals/mining; M&A expertise |
| Jefferies Group LLC | Managing Director; Americas Head of Industrials; Global Head of Steel & Metals; Americas Head of Mining | 2003–2016 | Senior sector leadership across Industrials/Metals; M&A experience |
| Morgan Stanley | Executive Director; Americas Head of Metals | 1997–2003 | Sector coverage leadership in Metals; transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in proxy |
Board Governance
- Nomination/term: Nominated for election at the May 2, 2025 Annual Meeting to a two-year term expiring in 2027 .
- Independence: Determined to be an independent director nominee under Nasdaq listing standards .
- Committee assignments: Audit, Compensation, and Nominating & Governance Committees exist, but no committee assignments disclosed for Mr. Scott as a nominee; current chairs are Audit—Michael G. Rippey, Compensation—Idalene F. Kesner, Nominating & Governance—Dirk A. Kempthorne; Lead Director—Arthur F. Anton .
- Board/committee activity: 2024 Board held 4 meetings; Audit 4; Compensation 3; Nominating & Governance 1; all current directors attended all meetings; non-management directors meet in executive session at each regular Board meeting .
- Policies: Anti-hedging and anti-pledging rules apply to directors; short sales and derivatives are prohibited .
Fixed Compensation
Board compensation framework (2024 program; Scott not yet a director in 2024):
- Cash retainer: $27,500 per quarter for non-employee directors .
- Chair/lead fees (per quarter): Audit Chair $6,250; Compensation Chair $5,000; Nominating & Governance Chair $3,750; Lead Director $8,750 .
- Ownership guideline: Directors must own stock equal to 5x the annual cash retainer within five years; RSUs vesting at retirement count toward the guideline .
| Component | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $27,500 | Non-employee directors |
| Audit Chair fee (quarterly) | $6,250 | Additional to retainer |
| Compensation Chair fee (quarterly) | $5,000 | Additional to retainer |
| Nominating & Governance Chair fee (quarterly) | $3,750 | Additional to retainer |
| Lead Director fee (quarterly) | $8,750 | Additional to retainer |
| Ownership guideline | 5x cash retainer within 5 years | RSUs at retirement count |
Performance Compensation
Directors receive time-based restricted stock; no performance-based director metrics disclosed.
- 2024 grant: 1,675 restricted shares per non-employee director (grant date March 12, 2024) .
- Vesting: One-third vests on Dec 31, 2024; Dec 31, 2025; Dec 31, 2026; no voting/dividends until vest .
| Performance Metric | Weight/Target | Vesting/Measurement | Outcome |
|---|---|---|---|
| None disclosed for director compensation | — | Time-based vesting only (1/3 per year over 3 years) | Not applicable |
| Equity Award | Grant Date | Shares | Vesting Schedule |
|---|---|---|---|
| Restricted Stock | Mar 12, 2024 | 1,675 | 1/3 on Dec 31, 2024; 1/3 on Dec 31, 2025; 1/3 on Dec 31, 2026 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Interlocks/potential overlaps | None disclosed; independence affirmed; categorically immaterial relationships policy addresses overlaps with other boards |
Expertise & Qualifications
- Metals and financial services industry specialization; former Global Head of Steel & Metals (Jefferies) and Americas Head of Metals (Morgan Stanley) .
- Education: MBA (Finance) – University of Chicago Booth; BA English Literature & BS Industrial Engineering – Lehigh University .
- Board-relevant skills: M&A execution expertise; sector leadership; financing/strategic advisory experience .
Equity Ownership
As of March 10, 2025:
| Holder | Shares Beneficially Owned | Additional RSUs Counted (retirement/deferred) | Ownership % |
|---|---|---|---|
| Peter J. Scott | 0 | 0 | <1% |
Stock ownership policies prohibit hedging/pledging; directors must reach 5x retainer ownership within five years (relevant upon election) .
Governance Assessment
- Independence and industry expertise: Scott’s independence status is affirmed under Nasdaq rules, and his deep metals/M&A experience should strengthen board effectiveness in capital allocation and transactions .
- Potential conflicts: Headwall Partners’ focus on steel/metals/mining presents potential situational conflicts if advisory engagements intersect with ZEUS or counterparties; the company’s related party transaction policy requires Audit & Compliance Committee review/approval for director-involved transactions over $120,000; no related-party transactions involving Scott are disclosed .
- Ownership alignment: As of the record date, Scott held no ZEUS shares; director ownership requirements and anti-hedging/pledging rules mitigate misalignment risk once seated .
- Board operations: Strong baseline governance—regular executive sessions of independent directors, full attendance by current directors in 2024, and established committee structures with financially expert audit leadership—supports investor confidence; committee assignment for Scott to be monitored post-election .
- Shareholder feedback: Say-on-pay approval about 99% in 2024 indicates strong support for pay practices and governance framework; useful context for overall governance climate, though focused on NEO pay .
Monitoring priorities: committee assignment (Audit/Comp/N&G), progress toward ownership guideline, any Headwall Partners transactional interactions requiring related-party review, and attendance/engagement metrics post-election .