Metallus names Westbrooks as next CEO for 2027
Metallus Inc. (MTUS) announced a planned CEO transition and related leadership changes.
Rhea-AI Filing Summary
Metallus Inc. (MTUS) announced a planned CEO transition and related leadership changes. Michael S. Williams will retire as Chief Executive Officer and director effective December 31, 2026, and is expected to serve as Special Advisor to the CEO and Board through June 30, 2027.
The Board appointed Kristopher R. Westbrooks, currently President and Chief Operating Officer, as President and Chief Executive Officer and director effective January 1, 2027. His compensation package includes a base salary of $800,000, a target annual bonus equal to 100% of base salary, and a target annual long-term equity incentive of $2,400,000, with 60% in performance-based restricted stock units and 40% in time-based restricted stock units. Williams will receive a Special Advisor monthly base salary of $39,375. The company also reported 2025 sales of $1.2 billion and approximately 1,905 employees.
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Filing Explained
The filing adds a strategy leadership role and lowers the incoming CEO’s expected change-in-control severance multiple from three to two-and-one-half.
As a Form 8-K, this filing reports a specified material event; here, it records a planned succession rather than a completed leadership change. Williams intends to retire as CEO and resign from the Board on
The Board also approved Kevin A. Raketich’s appointment to a new role as Executive Vice President, Strategy and Corporate Development, adding a stated strategy and corporate-development remit to the leadership structure.
For Westbrooks, the filing says a revised CEO severance agreement is expected to reduce the change-in-control severance multiple from three to two-and-one-half. Williams’s Special Advisor arrangement is expected to exclude new short-term and long-term incentive awards.
The filing describes the compensation arrangements and revised severance agreement as expected; the relevant state-changing milestones are the
8-K Event Classification
Key Figures
Key Terms
performance-based restricted stock units financial
time-based restricted stock units financial
Annual Performance Award program financial
change in control financial
forward-looking statements regulatory
FAQ
What CEO transition did Metallus Inc. (MTUS) announce?
What compensation will the new Metallus (MTUS) CEO Kristopher Westbrooks receive?
How will Michael Williams be compensated as Special Advisor at Metallus (MTUS)?
What changes are being made to Kristopher Westbrooks’ severance terms at Metallus (MTUS)?
What were Metallus Inc. (MTUS) sales and workforce size in 2025?
What leadership role change did Metallus (MTUS) approve besides the CEO transition?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 31, 2026, Michael S. Williams notified the Board of Directors (the “Board”) of Metallus Inc. (the “Company”) of his intention to retire from his position as Chief Executive Officer of the Company and simultaneously resign as a member of the Board, in each case effective December 31, 2026. Mr. Williams is expected to remain a non-executive employee of the Company through June 30, 2027, serving as a Special Advisor to the CEO and the Board.
In connection with Mr. Williams’ notification of his intended retirement, the Board appointed and elected Kristopher R. Westbrooks, the Company’s current President and Chief Operating Officer, as President and Chief Executive Officer of the Company and as a member of the Board, in each case effective January 1, 2027.
Mr. Westbrooks, age 48, has served as the Company’s President and Chief Operating Officer since June 2025. Previously, Mr. Westbrooks served as the Company’s Executive Vice President and Chief Financial Officer since initially joining the Company in September 2018. Prior to joining the Company, Mr. Westbrooks served from April 2015 until August 2018 as Vice President, Corporate Controller and Chief Accounting Officer at A. Schulman, Inc., a global supplier of high-performance plastic compounds, composites and powders. From 2011 until his appointment as Chief Accounting Officer in 2015, Mr. Westbrooks held various finance roles of increasing responsibility at A. Schulman, Inc. Mr. Westbrooks earned his bachelor of science degree in business and master’s degree in accountancy from Miami University of Ohio.
For his service as President and Chief Executive Officer of the Company, Mr. Westbrooks is expected to receive the following compensation: (1) base salary at an annual rate of $800,000 per year (an increase of $153,125 per year); (2) continued participation in the Company’s Annual Performance Award program, with a target annual award opportunity increased from 85% to 100% of base salary and a potential payout range from 0% to 200% of target based on actual results for applicable performance measures; (3) continued participation in the Company’s long-term equity incentive program, with a target annual grant opportunity (beginning in 2027) equal to $2,400,000 (an increase of $1,150,000 per year) and awards currently expected to be comprised of 60% performance-based restricted stock units and 40% time-based restricted stock units; and (4) continued participation in the Company’s other standard benefit programs for executives. Mr. Westbrooks is also expected to enter into a revised version of the Company’s standard severance agreement for its chief executive officer that will reduce his severance multiple applicable in a change in control from three to two-and-one-half.
For his service as Special Advisor, Mr. Williams is expected to receive a monthly base salary of $39,375, but Mr. Williams will not participate in any new Company short-term or long-term incentive awards. Mr. Williams is also expected to continue to participate during his employment in the Company’s standard benefit programs in which the Company’s executive officers participate.
Also on August 31, 2026, as part of its succession planning process, the Board approved the appointment of Kevin A. Raketich, Executive Vice President and Chief Commercial Officer, to a new position as Executive Vice President, Strategy and Corporate Development.
Item 7.01 |
Regulation FD Disclosure. |
On August 31, 2026, the Company issued a press release announcing the appointment of Mr. Westbrooks as President and Chief Executive Officer of the Company and as a member of the Board effective January 1, 2027. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The press release is also available on the Company’s website at www.metallus.com.
The information in this Item 7.01 on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1** |
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Press Release of Metallus Inc. dated August 31, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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** Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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METALLUS INC. |
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Date: August 31, 2026 |
By: |
/s/ Kristine C. Syrvalin |
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Kristine C. Syrvalin |
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Executive Vice President, General Counsel and Chief Human Resources Officer |
Exhibit 99.1
Metallus Announces Planned Retirement of Chief Executive Officer Michael Williams;
Kristopher Westbrooks Named Successor
CANTON, Ohio: August 31, 2026 – Metallus (NYSE: MTUS), a leader in high-quality specialty metals, manufactured components, and supply chain solutions, today announced that Michael (Mike) S. Williams has notified the company’s board of directors of his intention to retire from his position as chief executive officer and as a member of the board of directors effective December 31, 2026. The board has appointed Kristopher (Kris) R. Westbrooks, president and chief operating officer of Metallus, to succeed Mr. Williams as president and chief executive officer and as a member of the board of directors effective January 1, 2027. Mr. Williams will continue to serve as a special advisor to the CEO and board of directors until June 30, 2027.
Today’s announcement is the result of a thoughtful and comprehensive succession planning process and ensures Metallus continues executing upon its strategy of creating sustainable profitable growth.
“On behalf of our board, I would like to thank Mike for his leadership and contributions over the years,” said Ronald A. Rice, Metallus’ chairman of the board. “During Mike’s tenure, Metallus has executed a significant transformation focused on enhancing profitability through commercial and operational excellence, disciplined capital allocation, and expanding its presence in higher-growth markets, including aerospace & defense, while continuing to support our long-standing automotive, industrial, energy and distribution customers.”
“We congratulate Kris on his well-deserved appointment as president and chief executive officer,” continued Rice. “Since joining the company in 2018, Kris has been a strategic partner in shaping our direction, strengthening our financial position, and advancing our operational strategy and long-term growth objectives. His steady leadership, sound judgment, and unwavering commitment to our people, customers, and shareholders have helped position the company for continued success.”
“Kris has earned the trust and respect of colleagues across our organization and with customers and suppliers in the industry through his integrity and firm commitment to continuous improvement,” said Mike Williams. “He navigates complex challenges with a long-term perspective, balancing strategic vision with disciplined execution. Having worked closely with Kris for many years, I am confident in his ability to advance our strategy, strengthen our position, and drive future growth.”
Prior to joining Metallus, Mr. Westbrooks held senior finance and accounting leadership roles at A. Schulman, Inc. and The Procter & Gamble Company. At A. Schulman, he served as vice president, chief accounting officer and corporate controller. Earlier in his career, he held accounting and financial analysis positions at Procter & Gamble and began his career in public accounting with PwC.
ABOUT METALLUS INC.
Metallus (NYSE: MTUS) manufactures high-performance specialty metals from recycled scrap metal in Canton, OH, serving demanding applications in industrial, automotive, aerospace & defense and energy end-markets. The company is a premier U.S. producer of alloy steel bars (up to 16 inches in diameter), seamless mechanical tubing and manufactured components. In the business of making high-quality steel for more than 100 years, Metallus' proven expertise contributes to the performance of our customers' products. The company employs approximately 1,905 people and had sales of $1.2 billion in 2025. For more information, please visit us at www.metallus.com.
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Media contact:
Jennifer Beeman
Director, Corporate Communications
P 440.214.0503
news@metallus.com
Investor contact:
Jenna Johnson
Senior Manager, Finance & Investor Relations
P 330.471.4375
ir@metallus.com
FORWARD-LOOKING STATEMENTS
This news release includes "forward-looking" statements within the meaning of the federal securities laws. You can generally identify the company's forward-looking statements by words such as "will," "anticipate," "aspire," "believe," "could," "estimate," "expect," "forecast," "outlook," "intend," "may," "plan," "possible," "potential," "predict," "project," "seek," "target," "should," "would," "strategy," or "strategic direction" or other similar words, phrases or expressions that convey the uncertainty of future events or outcomes. The company cautions readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of the company due to a variety of factors, such as: (1) the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the company operates, including the ability of the company to respond to rapid changes in customer demand including but not limited to changes in domestic and worldwide political and economic conditions due to, among other factors, U.S. and foreign trade policies and the impact on economic conditions, changes in customer operating schedules due to supply chain constraints or unplanned work stoppages, the ability of customers to obtain financing to purchase the company’s products or equipment that contains its products, the effects of customer bankruptcies or liquidations, the impact of changes in industrial business cycles, and whether conditions of fair trade exist in U.S. markets; (2) changes in operating costs, including the effect of changes in the company's manufacturing processes, changes in costs associated with varying levels of operations and manufacturing capacity, availability of raw materials and energy, the company's ability to mitigate the impact of fluctuations in raw materials and energy costs and the effectiveness of its surcharge mechanism, changes in the expected costs associated with product warranty claims, changes resulting from inventory management, cost reduction initiatives and different levels of customer demands, the effects of unplanned work stoppages, availability of skilled labor and changes in the cost of labor and benefits; (3) the success of the company's operating plans, announced programs, initiatives and capital investments, the consistency to meet demand levels following unplanned downtime, and the company's ability to maintain appropriate relations with the union that represents its associates in certain locations in order to avoid disruptions of business; (4) whether the company is able to successfully implement actions designed to improve profitability on anticipated terms and timetables and whether the company is able to fully realize the expected benefits of such actions; (5) the company's pension obligations and investment performance; (6) with respect to the company's ability to achieve its sustainability goals, including its 2030 environmental goals, the ability to meet such goals within the expected timeframe, changes in laws, regulations, prevailing standards or public policy, the alignment of the scientific community on measurement and reporting approaches, the complexity of commodity supply chains and the evolution of and adoption of new technology, including traceability practices, tools and processes; (7) availability of property insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages; (8) the availability of financing and interest rates, which affect the company's cost of funds and/or ability to raise capital; (9) the impacts from any repurchases of our common shares, including the timing and amount of any repurchases; (10) competitive factors, including changes in market penetration, increasing price competition by existing or new foreign and domestic competitors, the introduction of new products by existing and new competitors, and new technology that may impact the way the
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company's products are sold or distributed; (11) deterioration in global economic conditions, or in economic conditions in any of the geographic regions in which the company conducts business, including additional adverse effects from global economic slowdown, terrorism or hostilities, including political risks associated with the potential instability of governments and legal systems in countries in which the company or its customers conduct business, and changes in currency valuations; (12) the impact of global conflicts on the economy, sourcing of raw materials, and commodity prices; (13) climate-related risks, including environmental and severe weather caused by climate changes, and legislative and regulatory initiatives addressing global climate change or other environmental concerns; (14) unanticipated litigation, claims or assessments, including claims or problems related to intellectual property, product liability or warranty, employment matters, regulatory compliance and environmental issues and taxes, among other matters; (15) cyber-related risks, including information technology system failures, interruptions and security breaches; (16) the potential impact of pandemics, epidemics, widespread illness or other health issues; and (17) with respect to the equipment investments to support the U.S. Army’s mission of ramping up munitions production in the coming years, and whether the anticipated increase in throughput is achieved. Further, this news release represents our current policy and intent and is not intended to create legal rights or obligations. Certain standards of measurement and performance contained in this news release are developing and based on assumptions, and no assurance can be given that any plan, objective, initiative, projection, goal, mission, commitment, expectation or prospect set forth in this news release can or will be achieved. Inclusion of information in this news release is not an indication that the subject or information is material to our business or operating results.
Additional risks relating to the company's business, the industries in which the company operates, or the company's common shares may be described from time to time in the company's filings with the SEC. All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond the company's control. Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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