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Algoma Steel says it understands the importance of gender diversity.
But as the Sault steelmaker prepares to merge with a U.S. blank-cheque company and list its shares on the Toronto Stock Exchange and New York-based NASDAQ, its proposed new board of directors and senior management team are a noticeably manly bunch.
All 15 of Algoma's director nominees and executive officers mentioned in regulatory filings are men.
"Upon closing of the merger, Algoma will have no women on its board of directors and no women as executive officer," the company declares in a preliminary proxy statement filed last month with the U.S. Securities Exchange Commission (SEC).
"Algoma does not expect to adopt a written policy regarding the identification and nomination of women directors, or formal targets regarding the number of women on Algoma’s board of directors or in executive officer positions, because it believes the nominating and governance committee and management will generally identify, evaluate and recommend candidates that, as a whole, consist of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized experience, while taking diversity, including gender diversity, into account," says the statement, signed by chief executive officer Michael McQuade and chief financial officer Rajat Marwah.
In recent years, all-male corporate boards have become either extinct as dinosaurs or well on their way to being so.
The last company on the Standard and Poor's 500 with an all-male board was Monolithic Power Systems Inc., which finally added a female director a little over two months ago.
Even six years ago, only a dozen companies on the S&P 500 had no women directors, compared to 60 firms a decade before that.
"Investors such as Blackrock Inc. and State Street Global Advisors have been voting against directors of all-male boards for several years," Bloomberg's Jeff Green reported in June.
"Since last year’s murder of George Floyd by a Minneapolis police officer, investors and advocates have started pressing corporate boards about racial diversity as well," Green said.
Algoma Steel insists it recognizes the need to foster diversity among board members and senior management.
With that in mind, it's committing to the following measures:
- consider individuals who are highly qualified, based on their talents, experience, functional expertise and personal skills, character and qualities having regard to Algoma’s current and future plans and objectives, as well as anticipated regulatory and market developments
- consider criteria that promote diversity, including with regard to gender, ethnicity, and other dimensions
- consider the level of representation of women on its board of directors and in senior management positions, along with other markers of diversity, when making recommendations for nominees to Algoma’s board or for appointment as senior management and in general with regard to succession planning for Algoma’s board and senior management
- as required, engage qualified independent external advisors to assist Algoma’s board of directors in conducting its search for candidates that meet the board of directors’ criteria regarding skills, experience and diversity
Algoma states that information in its proxy statement/prospectus "is not complete and may be changed."
CEO McQuade is expected to remain as a director and to serve as chief executive officer of the new Algoma.
"Algoma has agreed to use reasonable best efforts to increase the size of Algoma’s board of directors to ten members, of which three will be appointed by Legato, six will be appointed by Algoma, and Legato and Algoma will use reasonable efforts to mutually appoint the final director," the company said in its proxy.
On July 5, Prime Minister Justin Trudeau travelled to Sault Ste. Marie to announce $420 million in federal support to help Algoma transition to electric arc steelmaking.
In the meantime, here are official full biographies – every last word as submitted to the SEC – for the all-male team proposed to govern and run the new Algoma Steel:
EXECUTIVE OFFICERS AND DIRECTORS
Michael McQuade, chief executive officer and director, was appointed chief executive officer of Algoma Steel Inc. in March 2019. Prior to joining Algoma, Mr. McQuade acquired more than 35 years of progressive experience at Stelco Inc. – a Canadian steel producer. During his first 25 years at Stelco, he moved through a variety of roles in finance, accounting, operations and sales. In 2007, he was promoted to vice president, finance at Stelco and played a critical role in that year's sale to U.S. Steel. He carried on after the sale as the general manager, finance for U.S. Steel Canada, and in 2010 was appointed chief financial officer for U.S. Steel Canada. In his final executive role, as president of Stelco/ U.S. Steel Canada, he led a successful financial restructuring and sale while under CCAA protection, which separated Stelco from U.S. Steel. He retired from Stelco in March 2018. Mr. McQuade holds a bachelor of mathematics degree from the University of Waterloo as well as the CPA, CMA and Chartered Director designations.
Rajat Marwah, chief financial officer, joined Algoma Steel Inc. in 2008 as general manager of finance and cost with accountability for the credit, cost, budget, pricing, planning and financial accounting divisions within his portfolio. He was appointed vice president finance in 2012 and became CFO in 2014. Rajat began his career with KPMG and subsequently entered the steel industry with ArcelorMittal as head of internal audit in Romania moving on to become financial controller with Arcelor Mittal, Czech Republic. He is a chartered accountant with international experience in Romania, Czech Republic and India and holds a Bachelor of Commerce from the Sir Ram College of Commerce in Delhi, India. In his current role Rajat is charged with overall accountability for all finance functions with involvement in sales and procurement.
John Naccarato, vice president strategy and general counsel, has responsibility for developing and enabling the execution of the strategic direction and go-to-market strategies for Algoma Steel Inc. Prior to rejoining Algoma Steel Inc., Mr. Naccarato had acquired 30 years of experience in the steel and engineering sectors at progressive levels of responsibility for market/product development, facilities development, mergers/acquisitions and strategic growth initiatives. He has developed entrepreneurial businesses, and has held previous commercial and legal positions with Dofasco Inc., Algoma Steel Inc. (director of market and product development), and EVP general counsel for Bracknell Corp. Mr. Naccarato holds a materials engineering degree from the University of Western Ontario, and a law degree from University of Windsor.
Robert Dionisi, chief commercial officer, joined Algoma Steel Inc. in 1979 after graduating from Laurentian University with a Bachelor of Commerce degree. Prior to moving into his current role as chief commercial officer, he progressed through a number of positions in the company including general manager for plate and shape product sales and general manager of service centre and fabrication sales and marketing. He was promoted to vice president of Essar Steel sales for the Americas in 2008 and is presently accountable for the company sales and marketing activities and the administration of the Algoma Steel Inc.'s commercial offices located in Canada and the United States. In addition to the commercial activities for Algoma Steel Inc., Robert is accountable for certain activities related to trade as well as outbound logistics and slab purchases. He has worked with and served on several industry institutes over the years including the Metals Service Centre Institute (MSCI), the Canadian Institute of Steel Construction (CISC) and the Supplier Council for the North American Steel Alliance (NASA).
Shawn Galey, vice president, production, has held multiple positions at Algoma Steel Inc. over the past 41 years at progressive levels of responsibility spanning superintendent and general manager of cokemaking, ironmaking, direct strip complex and corporate transformation projects. Mr. Galey holds a chemical engineering degree from the Michigan Technological University in Houghton, Michigan.
Mark Nogalo, vice president, maintenance and operating services, has held a variety of positions at Algoma Steel Inc. over the past 27 years spanning operations, engineering, maintenance and energy management. Mr. Nogalo holds a Bachelor of Applied Science degree in Mechanical Engineering from Queen's University and a Masters of Business Administration from Lake Superior State University. Mr. Nogalo is a Licensed Professional Engineer in the Province of Ontario and he currently serves as chair of the Algoma University Board.
Robert Wesley, vice president human resources, comes to Algoma Steel Inc. with over 35 years of human resources experience. Most recently Robert was employed by the City of Toronto as a consultant. Prior to this he had been employed as a vice president of human resources for WoodGreen, served as the director of labour relations for Brewers Distributing Ltd. (The Beer Store), the director of human resources for Bombardier Aerospace, and as chief labour negotiator for Russell Metals Inc., Mr.cWesley has also served as the director of human resources for Tectrol Inc. and as a director of human resources at Via Rail Canada Ltd., where he began his HR career. Mr. Wesley has an Honours BA in Economics from the University of Toronto.
DIRECTOR NOMINEES
Andy Harshaw, director nominee, earned a Metallurgical Engineering degree at McMaster University in 1987, and subsequently joined Dofasco as an entry-level research engineer. Over the ensuing years, he grew to ever more senior roles within the Dofasco organization. In 2004, he was named Works Manager and in 2005 was promoted to vice president, manufacturing. He stayed with Dofasco through its sale to Arcelor and ultimate transition to ArcelorMittal. In 2008, he took on responsibilities at ArcelorMittal in Burns Harbor, Indiana as the vice president, operations. In this role, he managed all operations including technology, safety and quality for all flat-rolled and plate operations. He was ArcelorMittal’s chief executive officer when he retired from full-time executive work in December 2016.
Michael Alexander, director nominee, is a managing director at Marathon Asset Management, a New York-based investment manager, which he joined in March 2005. Mr.cAlexander focuses on corporate credit and restructuring transactions and covers multiple sectors including steel. Mr. Alexander spent three years in Marathon's London office from 2006 to 2009, helping build Marathon's European credit business, before returning to New York. Prior to joining Marathon, he worked at The Blackstone Group in its restructuring advisory business. Mr. Alexander received a B.S. in Commerce from the University of Virginia with a concentration in finance.
Michael Bevacqua, director nominee, joined Bain Capital Credit in 1999. He is a managing director in distressed and special situations and the head of the restructuring team based in Bain Capital Credit's Boston office. Prior to his current role, he was responsible for investments in the industrials sector broadly. Previously, Mr. Bevacqua was a vice president at First Union Capital Markets, an associate in corporate finance at NationsBanc Capital Markets, and an officer in the United States Marine Corps. Mr. Bevacqua received an M.B.A. from The Pennsylvania State University and a B.S. from Ithaca College.
Brian Hook, director nominee, is a director and desk analyst in the distressed credit trading group at Barclays. Prior to joining Barclays in 2012, he was an analyst in the restructuring and special situations Group at Macquarie Capital. Mr. Hook received a B.B.A in Finance from Loyola University Maryland and holds the Chartered Financial Analyst designation.
Andrew E. Schultz, director nominee, has had a varied career, applying an operational, legal and financial background to a wide range of businesses. He joined Holding Capital Group in 1999, a private equity firm focusing on under-performing middle market companies. His experience includes senior management positions at several companies and as general counsel to Greenwich Hospital and its board in Greenwich, CT, where, in addition to legal responsibilities (including leading the merger with Yale-New Haven Health System), was project executive for a $100-million expansion and new construction program. He has also practised corporate, health care and administrative law. For the past 10 years, Mr. Schultz has served as an independent director for a variety of restructured companies (including publicly listed) across a wide range of industries, including Niagara LaSalle Steel. Additionally, he has been an advisor and consultant to numerous boards and companies, specializing in distressed or underperforming assets with a focus on value maximizing and out-of-court solutions. Mr. Schultz completed his undergraduate and graduate work in economics and in geography at Clark University, in Worcester, MA, and received his law degree from Fordham University in New York, N.Y.
Brian Pratt has served as a member of Legato’s board of directors and non-executive chairman of the board since August 2020. Mr. Pratt served as chairman of Primoris Services Corp. from July 2008 until May 2019 and as a director from July 2008 to February 2020. He served as Primoris’ president and chief executive officer from July 2008 to July 31, 2015. Mr. Pratt has been managing his personal investments since leaving Primoris. From 1983 through July 2015, he served as the president, chief executive officer and chairman of the board of Primoris and its predecessor entity, ARB, Inc. Mr. Pratt has over 35 years of hands-on operations and management experience in the construction industry.
David D. Sgro has served as Legato’s chief executive officer and a member of Legato’s board of directors since its formation. He has served as chief operating officer of Allegro Merger Corp. since August 2017 and its chairman of the board since April 2018 and served as its chief financial officer from November 2017 until April 2018. Mr. Sgro served as Harmony Merger Corp.’s chief operating officer and secretary since its inception in May 2014 until its merger with NextDecade in July 2017 and as a director from May 2014 to August 2016 and then again from its merger with NextDecade until June 2018. Mr. Sgro served as Quartet Merger Corp.’s chief financial officer, secretary and a member of its board of directors from April 2013 until its merger with Pangaea in October 2014 and has served as a director of Pangaea since such time. Mr. Sgro served as Trio Merger Corp.’s chief financial officer, secretary, and a member of its board of directors from its inception in June 2011, until its merger with SAE in June 2013 and served as a director of SAE from that time through July 2016. From April 2006 to July 2008, Mr. Sgro served as the chief financial officer of Rhapsody Acquisition Corp. and from July 2008 to May 2011, Mr. Sgro served as a director of Primoris. Mr. Sgro has been a senior managing director of Crescendo Partners, L.P. since December 2014, and has held numerous positions with Crescendo Partners since December 2005. Mr. Sgro has served as the director of research for Jamarant Capital, L.P., a private investment partnership, since January 2016. Mr. Sgro also currently serves as chairman of the board of Hill International Inc., a NYSE-listed construction project management firm. Mr. Sgro served on the boards of BSM Technologies, Inc., a TSX listed GPS enabled fleet management service provider from June 2016 until its sale to Geotab in June 2019; Bridgewater Systems, Inc., a TSX-listed telecommunications software company, from June 2008 until its sale to Amdocs in August 2011; Imvescor Restaurant Group, a TSX-listed restaurant franchisor, from March 2016 until its sale to MYR Group in March 2018; and COM DEV International Ltd., a global designer and manufacturer of space hardware from April 2013 to February 2016. From August 2003 to May 2005, Mr. Sgro attended Columbia Business School. From June 1998 to May 2003, he worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate. In 2001, Mr. Sgro became a Chartered Financial Analyst (CFA) Charterholder. Mr. Sgro is a regular guest lecturer at Columbia Business School and an adjunct faculty member of The College of New Jersey.
Eric S. Rosenfeld has served as Legato's chief SPAC officer since its formation and provides key services in connection with locating and consummating an initial business combination. Since August 2017, he has served as chief executive officer of Allegro and served as chairman of the board from August 2017 until April 2018. From May 2014 until its merger with NextDecade in July 2017, Mr. Rosenfeld served as the chairman of the board and chief executive officer of Harmony and served as a member of the board of NextDecade from that time until June 2020. Mr. Rosenfeld served as Quartet's chairman of the board and chief executive officer from its inception in April 2013 until its merger with Pangea in October 2014, and has served as a director of Pangaea since such time. Mr. Rosenfeld was chairman of the board and chief executive officer of Trio from its inception in June 2011 until its merger with SAE in June 2013 and served as a director of SAE from that time through July 2016. From April 2006 until its business combination with Primoris in July 2008, Mr. Rosenfeld served as the chairman of the board, chief executive officer and president of Rhapsody and served as a director of Primoris from the completion of its business combination until May 2014. From its inception in April 2004 until its business combination with Hill International in June 2006, he was the chairman of the board, chief executive officer and president of Arpeggio and served as a director of Hill International from the time of the business combination until June 2010. Mr. Rosenfeld has been the president and chief executive officer of Crescendo Partners, L.P., a New York-based investment firm, since its formation in November 1998. He has also been the senior managing member of Crescendo Advisors II LLC, the entity providing us with general and administrative services, since its formation in August 2000. Since November 2018, Mr. Rosenfeld has served as chairman emeritus of CPI Aerostructures, Inc. a NYSE American-listed company engaged in the contract production of structural aircraft parts for fixed-wing aircraft and helicopters in both the commercial and defense markets. He became a director of CPI in April 2003 and served as chairman from January 2005 until November 2018. Mr. Rosenfeld has also served on the board of Primo Water Corp. (formerly Cott Corporation), a NYSE- and TSX-listed beverage company, since June 2008 and is currently the lead independent director. Mr. Rosenfeld has served as a board member of Aecon Group Inc., a TSX-listed provider of construction and infrastructure development services, since June 2017. Mr. Rosenfeld served as a board member of Canaccord Genuity Group Inc, a TSX-listed investment bank, from August 2020 until March 2021. Prior to forming Crescendo Partners, Mr. Rosenfeld had been managing director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. since 1985. He was also chairman of the board of Spar Aerospace Limited, a company that provides repair and overhaul services for aircraft and helicopters used by governments and commercial airlines, from May 1999 through November 2001, until its sale to L-3 Communications. He served as a director of Hip Interactive, a TSX-listed company that distributed and developed electronic entertainment products, from November 2004 until July 2005. Mr. Rosenfeld also served as a director of AD OPT Technologies Inc., which was a TSX-listed company from April 2003 to November 2004, when it was acquired by Kronos Inc. Mr. Rosenfeld also served as a director and head of the special committee of Pivotal Corporation, a Canadian-based customer relations management software company that was sold to Chinadotcom in February 2004. He was a director of Sierra Systems Group, Inc., a TSX-listed information technology, management consulting and systems integration firm based in Canada from October 2003 until its sale in January 2007. From October 2005 through March 2006, Mr. Rosenfeld was a director of Geac Computer Corp. Ltd., a TSX- and NASDAQ-listed software company, which was acquired by Golden Gate Capital. He was also a director of Emergis Inc., a TSX-listed company that enables the electronic processing of transactions in the finance and healthcare industries, from July 2004 until its sale to Telus Corp. in January 2008. Mr. Rosenfeld also served on the board of Matrikon Inc. a TSX-listed provider of solutions for industrial intelligence, from July 2007 until its sale to Honeywell International, Inc. in June 2010. He was also a member of the board of Dalsa Corp., a TSX-listed company that designs and manufactures digital imaging products, from February 2008 until its sale to Teledyne in February 2011. From October 2005 until its final liquidation in December 2012, he was the chairman of the board of Computer Horizons Corp., quoted on the OTCBB, that, before the sale of the last of its operating businesses in February 2007 (at which time it was NASDAQ-listed), provided information technology professional services with a concentration in sourcing and managed services. From December 2012 until December 2019, Mr. Rosenfeld served as a board member of Absolute Software Corp., a TSX-listed provider of security and management for computers and ultra-portable devices.