Richard Stovsky
OLYMPIC STEELAbout Richard P. Stovsky
Independent director at Olympic Steel (ZEUS); age 66; joined the Board in 2020. Retired from PricewaterhouseCoopers LLP in 2018 after a 35-year career, serving as Vice Chairman from 2015–2018. Designated by ZEUS’s Board as an audit committee financial expert; serves on Audit & Compliance and Compensation Committees. Confirmed independent under Nasdaq rules; attended 100% of Board and relevant committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Vice Chairman | 2015–2018 | Senior leadership experience at a global professional services firm |
| PricewaterhouseCoopers LLP | Various roles of increasing responsibility | 1983–2018 | Deep audit/financial oversight background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Encore Capital Group, Inc. | Director; Audit Committee Chair | Director since 2018; Chair since 2019 | Public company board; audit leadership |
| The Cleveland Museum of Art | Audit Committee Chair; Executive Committee member | Current | Nonprofit governance; audit oversight |
| The Bluecoats of Cuyahoga County | Treasurer; Executive Committee member | Current | Financial stewardship in nonprofit setting |
| The 50 Club of Cleveland | Treasurer; Executive Committee member | Current | Financial leadership |
| Cleveland Orchestra & Musical Arts Association | Audit Committee Chair; Trustee | Current | Audit oversight and board governance |
| Cleveland Foundation | Director; Audit Committee Chair | Current | Audit leadership at major foundation |
Board Governance
- Committee assignments: Audit & Compliance Committee member (audit committee financial expert); Compensation Committee member. Not a committee chair.
- Independence: Board determined Stovsky is independent under Nasdaq listing requirements.
- Attendance: Each director attended all regularly scheduled Board and committee meetings in 2024; non-management directors met in executive session at every regular Board meeting.
- Lead Independent Director: Arthur F. Anton serves as Lead Director; duties include presiding at meetings when the Chair is absent and approving agendas/schedules.
- Anti-hedging/pledging: Directors are prohibited from hedging ZEUS stock and from pledging shares or holding in margin accounts.
- Annual Meeting: All Board members attended last year’s Annual Meeting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $110,000 | Director cash compensation (fees/salary earned) |
| Equity (grant date fair value) | $110,000 | Time-based restricted stock; fair value per ASC 718 |
| Options | — | No option awards outstanding as of 12/31/2024 |
| Total | $220,000 | 2024 total director compensation |
Director compensation program structure:
- Quarterly retainer: $27,500 (annualized $110,000) for non-employee directors.
- Chair adders per quarter: Audit Chair $6,250; Compensation Chair $5,000; Nominating & Governance Chair $3,750; Lead Director $8,750.
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Voting/Dividends | Fair Value |
|---|---|---|---|---|---|
| Restricted Stock | Mar 12, 2024 | 1,675 | 1/3 on 12/31/2024, 12/31/2025, 12/31/2026 | No voting or dividends until vest | Included in $110,000 stock awards |
- No performance-based metrics (e.g., TSR, EBITDA) are tied to director equity; grants are time-based restricted stock; no options.
Other Directorships & Interlocks
| Company | Role | Interlock with ZEUS? |
|---|---|---|
| Encore Capital Group, Inc. | Director; Audit Committee Chair | None disclosed in ZEUS filings |
- Compensation Committee interlocks: None as defined by SEC rules.
Expertise & Qualifications
- Audit committee financial expert per SEC rules; satisfies Nasdaq professional experience requirements.
- Extensive experience with public company audit committees and high-performing audit committee attributes; senior leadership background at PwC.
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Beneficial ownership (direct/indirect) | 14,330 shares | As of Mar 10, 2025; less than 1% of outstanding shares |
| RSUs (deferred until Board service ends) | 7,655 shares | Convert into shares when no longer a Board member; excluded from % ownership |
| Restricted stock (unvested) | 558 shares vest 12/31/2025; 559 shares vest 12/31/2026 | Unvested director restricted stock |
| Shares outstanding (record date) | 11,162,704 | For context on ownership percentage |
| Anti-hedging/pledging | Prohibited | No hedging or pledging permitted under policy |
| Director stock ownership guidelines | 5x annual cash retainer within 5 years | All non-management directors met guidelines as of 12/31/2024 |
Governance Assessment
- Strengths: Independent status; audit committee financial expert designation; full attendance; strong anti-hedging/pledging policy; clear director ownership guidelines with compliance; balanced director pay mix (~50% cash, ~50% time-based equity) supporting alignment without excessive risk.
- Potential conflicts: No related-party transactions disclosed involving Stovsky; ZEUS’s related-party items involve the Executive Chairman and family relationships, reviewed under policy.
- Shareholder signals: Very high historical support for executive pay (approx. 99% Say-on-Pay approval at 2024 meeting); 2025 Say-on-Pay vote recorded 8,406,595 For, 149,020 Against, 25,693 Abstain (with broker non-votes of 1,091,370).
- Committee oversight: Active roles on Audit & Compliance and Compensation Committees; Compensation Committee engages independent consultant (Pearl Meyer); no consultant conflicts identified.
Overall: Stovsky’s independent status, audit expertise, and consistent engagement support board effectiveness. No personal related-party exposures disclosed; equity awards are time-based with anti-hedging/pledging constraints, signaling alignment without undue risk. Strong shareholder support for compensation programs historically enhances investor confidence in board oversight.