Metallus (MTUS) Proxy Filing summary

Executive summary

• 2025 saw commercial recovery, improved demand, and growth in aerospace and defense sectors, with VAR steel revenue nearly doubling year-over-year.

• Safety initiatives led to zero serious injuries and industry recognition; investments in workforce development and operational capabilities continued.

• Net sales reached $1,158.3M, with a net loss of $1.2M and adjusted EBITDA of $75.6M; liquidity remained strong at $389.2M.

• Share repurchase and convertible note settlements reduced diluted shares outstanding by 25% since 2022.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for three-year terms, ratifying Ernst & Young LLP as independent auditor for 2026, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 members with diverse backgrounds, skills, and experience; average tenure is 6.5 years.

• All directors except the CEO are independent; annual evaluations and majority voting policy in place.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and meet regularly.

• Non-executive chairman leads the board; robust governance policies include anti-hedging, anti-pledging, and director overboarding limits.