Vanessa Whiting
OLYMPIC STEELAbout Vanessa L. Whiting
Independent director of Olympic Steel (ZEUS) since 2019; age 65. President of A.E.S. Management Corporation (owner/operator of restaurants) since 2014; previously Principal and Partner roles at law firms. Education: BA in public policy sciences (Duke), MS in urban affairs policy analysis (Southern Illinois University), JD (University of Illinois College of Law). Brings broad business and legal experience and serves on multiple civic and foundation boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.E.S. Management Corporation | President | Since 2014 | Operational leadership in multi-unit restaurants |
| Various law firms | Principal; Partner | Prior to 2014 | Legal expertise; governance insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cuyahoga Community College Foundation | Board member | Not disclosed | Civic/education governance |
| Greater Cleveland Partnership | Board member | Not disclosed | Regional business leadership |
| United Way of Cleveland | Board member | Not disclosed | Non-profit governance |
| Cleveland State University | Board member | Not disclosed | Higher-ed governance |
| A.E.S. Management Corporation | Board member | Not disclosed | Corporate board role |
| Ohio Franchise Management Corp. | Board member | Not disclosed | Corporate board role |
| Crew Foundation | Board member | Not disclosed | Non-profit governance |
| 40 Acres Holding, LLC; Bajon Sunrise, LLC | Principal | Not disclosed | Private business interests |
Board Governance
- Committee memberships: Audit and Compliance Committee member (Chair: Michael G. Rippey); Nominating and Governance Committee member (Chair: Dirk A. Kempthorne). Compensation Committee not listed as a member.
- Independence: Board determined Ms. Whiting is independent under Nasdaq listing standards.
- Attendance and engagement: Board held 4 meetings in 2024; Audit (4), Compensation (3), Nominating (1). Each director attended all regularly scheduled Board and committee meetings on which they served. Non-management directors meet separately at every regularly scheduled Board meeting.
- Election and term: Elected May 2, 2025 to serve until the 2027 Annual Meeting. Votes: For 8,093,442; Against 432,698; Abstain 55,168; Broker non-votes 1,091,370.
- Lead Independent Director: Arthur F. Anton (also Audit and Compensation Committee member).
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Fees and Salary Earned or Paid in Cash | 80,000 | 110,000 |
| Stock Awards (grant-date fair value) | 80,000 | 110,000 |
| Option Awards | 0 | 0 |
| All Other Compensation | 6,935 | 0 |
| Total | 166,935 | 220,000 |
- Director cash retainer and chair fees (program terms): 2024 quarterly retainer $27,500; Chair fees per quarter—Audit $6,250; Compensation $5,000; Nominating $3,750; Lead Director $8,750. 2023 quarterly retainer $20,000; Chair fees per quarter—Audit $3,125; Compensation $2,500; Nominating $1,875; Lead Director $3,750.
Performance Compensation
- Directors do not receive performance-based bonuses; equity grants are time-based.
| Grant | Grant Date | Award Type | Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual Director Equity | Mar 13, 2023 | RSUs | 1,628 | 80,000 | Vested Jan 1, 2024; conversion to shares deferred until director resigns/terminates from Board |
| Annual Director Equity | Mar 12, 2024 | Time-based Restricted Stock | 1,675 | 110,000 | One-third vests on Dec 31, 2024; Dec 31, 2025; Dec 31, 2026; no voting/dividends until vest |
| Vesting Schedule (2024 grant) | Shares |
|---|---|
| Dec 31, 2024 | One-third of grant (no share count disclosed) |
| Dec 31, 2025 | 558 |
| Dec 31, 2026 | 559 |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Whiting in ZEUS proxy; external roles listed are civic, academic, and private company boards.
- Committee roles at other entities: Not disclosed.
Expertise & Qualifications
- Business operations leadership (multi-unit restaurants), legal background, extensive civic board experience.
- Audit oversight participation as Audit and Compliance Committee member; the Audit Committee report lists her as a signatory alongside the Chair and members, indicating engagement in financial reporting and internal control oversight.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficially Owned Shares | 17,172 |
| Additional RSUs (vested, convertible upon leaving Board) | 15,497 |
| Restricted Stock scheduled to vest (Dec 31, 2025; Dec 31, 2026) | 558; 559 |
| Ownership Percentage | Less than 1% |
| Director Stock Ownership Guidelines | Minimum 5x annual cash retainer; all non-management directors met guidelines as of Dec 31, 2024 |
| Pledging/Hedging | Not disclosed in proxy; no pledging noted for Ms. Whiting |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-03-12 | 2025-03-11 | A – Award (Common Stock) | 3,556 | 0.00 | 5,231 | https://www.sec.gov/Archives/edgar/data/917470/000143774925007247/0001437749-25-007247-index.htm |
| 2024-03-14 | 2024-03-12 | A – Award (Common Stock) | 1,675 | 0.00 | 1,675 | https://www.sec.gov/Archives/edgar/data/917470/000143774924007858/0001437749-24-007858-index.htm |
Governance Assessment
- Strengths: Independent director with 100% attendance and regular executive sessions; active on Audit and Nominating committees; balanced director pay structure with equal cash and time-based equity components in 2024 ($110,000 cash; $110,000 equity); adheres to stringent director ownership guidelines.
- Investor support: Re-elected in 2025 with 8,093,442 votes for vs 432,698 against; strong, though slightly lower support than some peers on the slate (context signal).
- Conflicts/related-party exposures: Proxy related-party disclosures cite arrangements involving other insiders (e.g., lease with Executive Chairman) but do not identify transactions involving Ms. Whiting; no director options outstanding; no disclosed pledging.
- Committee effectiveness: Audit Committee engagement detailed (private sessions with auditors, oversight of ICFR; independence confirmed), with Whiting as a member-signatory—positive for board oversight credibility.
- RED FLAGS: None disclosed regarding attendance, related-party transactions, pledging/hedging, or option repricing for Ms. Whiting.