Board Committees

Audit and Compliance Committee

The Audit and Compliance Committee will report to the Board, and assist the Board in fulfilling its oversight responsibilities. The Committee will oversee the Company's accounting and financial reporting process, systems of internal controls, independent audit process, process for monitoring compliance with laws and regulations and the audits of the financial statements of the Company.
Each committee member is an independent director as defined in the Nasdaq Stock Market listing requirements and applicable rules of the Securities and Exchange Commission (SEC). Mr. Anton has been designated by the Board as the "audit committee financial expert" under SEC rules and satisfies the Nasdaq's professional experience requirements.The Audit and Compliance Committee operates pursuant to a written charter, which can be found below.

   Audit and Compliance Committee Charter
Independent Directors
 Michael G. Rippey
 Richard P. Stovsky
 Vanessa L. Whiting

Lead Independent Director
 Arthur F. Anton
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Compensation Committee

The primary purposes of the Compensation Committee are to assist the Board in meeting its responsibilities with regard to oversight and determination of executive compensation. The Compensation Committee reviews and recommends to the Board for approval the base salary, annual bonus, long-term incentive compensation and other compensation, perquisites and special or supplemental benefits for Olympic Steels's Chief Executive Officer and other executive officers. The Compensation Committee also makes recommendations concerning the Company's employee benefit policies and has authority to administer equity compensation plans.
Each committee member is an independent director as defined in the Nasdaq Stock Market listing requirements.The Compensation Committee operates pursuant to a written charter, which can be found below.

   Compensation Committee Charter
Independent Directors
 Hon. Dirk A. Kempthorne
 Idalene F. Kesner, Ph.D.
 Richard P. Stovsky

Lead Independent Director
 Arthur F. Anton
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Nominating and Governance Committee
The primary purposes of the Committee are to (i) assist the Board in identifying qualified individuals to become Board members, including those individuals recommended by shareholders; (ii) recommend to the Board committee appointments for directors; and (iii) oversee the evaluation of the effectiveness of the Board and the Company’s management.

All members of the Committee will be directors who, in the judgment of the Board, will be independent in accordance with the listing requirements of the Nasdaq Stock Market LLC (“NASDAQ”) and all other applicable laws, rules, and regulations governing director independence. The Committee will be comprised of at least three (3) directors. The Nominating and Governance Committee operates pursuant to a written charter, which can be found below.

   Nominating and Governance Committee Charter
Independent Directors
 Hon. Dirk A. Kempthorne
 Idalene F. Kesner, Ph.D.
 Michael G. Rippey
 Vanessa L. Whiting
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Member  Chairperson  Financial Expert

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