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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On November 5, 2019, AK Steel Holding Corporation (the “Company”) announced the retirement of Mr. Jaime Vasquez, its Vice President, Finance and Chief Financial Officer. Mr. Vasquez will continue to assist with the transition of his prior responsibilities and retire effective November 30, 2019.
As further discussed below, also on November 5, 2019, the Company announced the appointment of Mr. Christopher J. Ross, its existing Vice President and Treasurer, as the Company’s Vice President, Treasurer and Interim Chief Financial Officer, effective immediately.
On November 5, 2019, the Company issued a press release, a copy of which is attached hereto as Exhibit No. 99.1 and incorporated by reference herein, announcing these executive management changes.
In connection with Mr. Vasquez stepping down, the Company and its wholly-owned subsidiary, AK Steel Corporation (collectively, “AK Steel”), entered into an Agreement for Consulting Services with Mr. Vasquez that will begin on December 1, 2019 (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Vasquez will assist AK Steel with various transition and consulting services through February 29, 2020, for which he will earn a monthly fee substantially equivalent to his previous monthly base salary. The foregoing description of the Consulting Agreement is qualified in its entirety by the full text of the Consulting Agreement, a copy of which will be filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2019.
(c) On November 5, 2019, the Company appointed Mr. Ross, age 51, who previously served as Vice President and Treasurer, as its Vice President, Treasurer and Interim Chief Financial Officer. Mr. Ross had been Vice President and Treasurer since January 2018. Prior to that, he served as Treasurer since February 2016 and General Manager, Cash Management and Finance since August 2012. Mr. Ross has served in a number of financial and strategic roles since joining the Company over twenty years ago, including strategic planning, financial planning and analysis, products and marketing, investor relations and accounting. Prior to joining the company, Mr. Ross served in commercial lending and underwriting roles with U.S. Bank and J.P. Morgan.
Mr. Ross has no related person transactions with the Company and no family relationships exist between Mr. Ross and any of the Company’s Directors or other Executive Officers.
(e) As a result of Mr. Ross’s promotion and to reflect the increased level of responsibility and leadership in the Company, his annual base salary will be increased to $325,000. Mr. Ross will continue as a participant in the Company’s various executive compensation plans at the same levels in which he previously participated. Descriptions of those plans are included in the Company’s 2019 Proxy Statement, as filed with the Securities and Exchange Commission on April 10, 2019.
The aforementioned description of the Consulting Agreement is incorporated by reference herein. Mr. Vasquez also entered into a Separation and Release of Claims Agreement under which he released and discharged AK Steel from any and all claims in consideration for compensation consistent with his contractual arrangements prior to stepping down.