UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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☒ Definitive Proxy Statement
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Ryerson 2024 Proxy Statement
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
Notice of Annual Stockholders’ Meeting
Thursday, April 25, 2024, 2:00 p.m. Central Time
Virtual Meeting via a live audio-only webcast at www.proxydocs.com/RYI
March 12, 2024
To our Stockholders:
You are cordially invited to the 2024 annual meeting of stockholders of Ryerson Holding Corporation scheduled to be held on Thursday, April 25, 2024, at 2:00 p.m. Central Time via a live audio-only webcast at www.proxydocs.com/RYI. There is no physical location for the 2024 annual meeting. At the meeting, we will consider:
Stockholders who owned shares of our stock at the close of business on March 1, 2024 can vote on these proposals.
Our 2024 annual meeting of stockholders will be a virtual meeting. In order to attend the annual meeting, you must register in advance at www.proxydocs.com/RYI. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions.
Your vote is important regardless of the number of shares of stock you own. Whether you plan to attend or not, please review our proxy materials and request a proxy card to sign, date and return, or submit your voting instructions by telephone or through the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). Instructions for each type of voting are included in the Notice that you received and in this proxy statement. If you plan to attend the meeting and prefer to vote at that time, you may do so. If you hold your shares through a broker, bank, or other institution, please be sure to follow the voting instructions that you receive from the holder. The holder will not be able to vote your shares on any of the proposals except the ratification of the appointment of Ernst & Young LLP unless you have provided voting instructions.
Mark S. Silver
Executive Vice President, General Counsel & Chief Human Resources Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2024: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT http://www.proxydocs.com/RYI. |
RYERSON HOLDING CORPORATION
Table of Contents
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RYERSON 2024 Proxy Statement | i
RYERSON 2024 Proxy Statement | ii
Ryerson Holding Corporation
Joseph T. Ryerson & Son was founded in 1842 as a little iron shop in the city of Chicago. Today, over 180 years strong, Ryerson is a leading supplier and processor of industrial metals. With over 100 locations, Ryerson has the largest interconnected metal network in North America. This extensive network includes suppliers, warehouses, depots, and processing centers. Ryerson is dedicated to providing great customer experiences. Ryerson Holding Corporation (“Ryerson,” the “Company,” “we,” “us” or “our”) is furnishing this proxy statement to the holders of our common stock in connection with the solicitation of proxies on behalf of our board of directors (the “Board”) for use at our 2024 annual meeting of stockholders, which will be held on Thursday, April 25, 2024, via a live audio-only webcast at www.proxydocs.com/RYI. There is no physical location for the 2024 annual meeting. We will begin sending notice of the availability of these proxy materials on or about March 12, 2024. Our common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol ‘RYI’. The Company’s fiscal year ends on December 31 of each calendar year. Our corporate headquarters is located at 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, and our website address is www.ryerson.com. Please note that the information on our website is not, and shall not be deemed to be, a part of this proxy statement nor, by reference or otherwise (except to the extent we specifically incorporate it by reference), incorporated into any other filings we make with the Securities and Exchange Commission (“SEC”). On August 13, 2014, we completed an initial public offering of 11 million shares of our common stock (the “IPO”). Prior to that time, all of our common stock was held by affiliates of Platinum Equity, LLC (together with such affiliates, “Platinum”), which still own approximately11.5% of Ryerson’s common stock. For additional information regarding Platinum’s ownership, see below under “Ownership of More Than 5% of Ryerson Stock.” As the context requires, “Ryerson,” the “Company,” “we,” “us” or “our” may also include the direct and indirect subsidiaries of Ryerson Holding Corporation.
RYERSON 2024 Proxy Statement | 1
Annual Meeting Information
Annual Meeting Information
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This proxy statement contains information we must provide to you under the rules of the SEC and the NYSE in connection with the solicitation of proxies by our Board for the 2024 annual meeting of stockholders. It is designed to assist you in voting your shares of our stock.
Who May Vote?
You may vote if you were the holder of record of shares of our common stock at the close of business on March 1, 2024. You are entitled to one vote on each matter presented at the 2024 annual meeting of stockholders for each share of our stock you owned at that time. If you held stock at that time in “street name” through a broker, bank or other institution, you must either provide voting instructions to the holder or obtain a proxy, executed in your favor, from the holder to be able to vote those shares at the meeting.
Each share of Ryerson common stock is entitled to one vote. As of the close of business on March 1, 2024 (the record date for determining stockholders entitled to vote at the annual meeting), we had 34,018,705 shares of common stock outstanding and entitled to vote.
Who May Attend the Meeting?
You are entitled to attend our 2024 annual meeting if you were the holder of record of shares of our common stock at the close of business on March 1, 2024 or if you hold a valid proxy for the annual meeting.
This year’s annual meeting will be accessible through the Internet via a live audio-only webcast. You are invited to attend the annual meeting via audio-only webcast to vote on the proposals described in this proxy statement so long as you register to attend the annual meeting at www.proxydocs.com/RYI. You will be asked to provide the control number located inside the shaded gray box on your notice or proxy card (the “Control Number”) as described in the Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) or proxy card. After completion of your registration, further instructions, including a unique link to access the annual meeting of stockholders, will be emailed to you. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. This year’s stockholder question and answer session will include questions submitted in advance of the annual meeting. You may submit a question in advance of the meeting at www.proxydocs.com/RYI after logging in with your Control Number.
What Am I Voting On?
You are voting on:
RYERSON 2024 Proxy Statement | 2
Annual Meeting Information
How Do I Vote?
If your shares of stock are registered directly in your name, you are considered a stockholder of record and you will receive your Notice directly from us. Stockholders of record can vote in advance of our annual meeting by requesting a proxy card to sign, date and return or by submitting voting instructions by telephone or through the Internet. Please see the Notice you received or this proxy statement for specific instructions on how to cast your vote by any of these methods.
To vote during the annual meeting, you must do so through www.proxydocs.com/RYI. To be admitted to the annual meeting and vote your shares, you must register and provide the Control Number as described in the Internet Availability Notice or Proxy Card. After completion of your registration, further instructions, including a unique link to access the annual meeting, will be emailed to you.
If you hold your shares of stock through a broker, bank or other institution, you are considered the beneficial owner of stock held in “street name” and you will receive your notice from your broker, bank or other institution.
Stockholders of Record
For stockholders of record, voting instructions submitted via mail, telephone or the Internet must be received by our independent tabulator, Mediant, by the closing of the polls at the annual meeting. Submitting your voting instructions prior to the annual meeting will not affect your right to vote in person should you decide to attend the meeting.
Stockholders of Record Can Vote By:
Instructions and contact information for each of these voting options can be found in our Notice of Internet Availability of Proxy Materials.
The internet and telephone voting procedures available to you are designed to authenticate stockholders’ identities, to allow stockholders to submit voting instructions and to confirm that stockholders’ voting instructions have been recorded properly. We have been advised that the internet and telephone voting procedures are consistent with the requirements of applicable law. Stockholders voting via the internet or telephone should understand that there may be costs associated with voting in this manner, such as usage charges from internet access providers and telephone companies, which must be borne by the stockholder.
Stock Held in Street Name
If you hold your stock in street name, you can vote by submitting a voting instruction card to your broker, bank or other institution that sent your Notice to you in accordance with their procedures. Please note that if you hold your stock in street name, the broker, bank or other institution that holds the stock will not be able to vote your shares on any proposal other than the ratification of the appointment of Ernst & Young LLP unless you have provided voting instructions. If you hold your stock in street name and wish to vote at the meeting, you must obtain a proxy, executed in your favor, from the holder of record of the stock as of the record date.
RYERSON 2024 Proxy Statement | 3
Annual Meeting Information
What If I Do Not Provide Voting Instructions?
If you submit a valid proxy card, or validly submit voting instructions via the telephone or internet, but you do not indicate your vote, your shares of stock will be voted FOR:
You also give the proxies discretionary authority to vote on any other business that may properly be presented at the annual meeting.
Can I Revoke or Change My Vote?
If you are a stockholder of record, you may revoke or change your proxy and voting instructions at any time prior to the vote at the annual meeting. To do so:
If you hold your stock in street name, you may revoke or change your proxy instructions prior to the vote at the annual meeting by submitting new voting instructions to your broker, bank or other institution in accordance with their procedures.
Who Are the Proxies and What Do They Do?
When you vote in advance of the annual meeting, you appoint Mr. Mark S. Silver, our Executive Vice President, General Counsel & Chief Human Resources Officer, and Ms. Camilla R. Merrick, our Corporate Secretary, as proxies, each with the power to appoint a substitute. You direct them to vote all of the shares of stock you held on the record date at the annual meeting and at any adjournment or postponement of that meeting. If you submit a valid proxy card or validly submit voting instructions via the telephone or internet, and you do not subsequently revoke your proxy or vote, the individuals named on the card as your proxies will vote your shares of stock in accordance with your instructions. If you submit a valid proxy card or voting instructions but you do not indicate your vote, your shares of stock will be voted as described above under “What If I Do Not Provide Voting Instructions?” on this page.
Is My Vote Confidential?
We have a confidential voting policy. Stockholders’ votes will not be disclosed to us other than in limited situations. The independent tabulator will collect, tabulate and retain all proxies and will forward any comments written on the proxy cards or otherwise received by the independent tabulator to management. Our confidential voting policy will not apply in the event of a contested solicitation.
What Is the Quorum Requirement for the Annual Meeting?
A quorum is necessary to hold a valid meeting. A quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote at the meeting are present in person or represented by proxy.
RYERSON 2024 Proxy Statement | 4
Annual Meeting Information
How Are Abstentions, Withheld Votes and Broker Non-Votes Treated?
The election inspector will treat abstentions, withholds and “broker non-votes” as shares of stock that are present and entitled to vote for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a broker holding stock for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers will have discretionary voting power with respect to proposal two (the ratification of the appointment of Ernst & Young LLP), but not with respect to any other proposal. With respect to Proposal One, abstentions do not count as votes cast either for or against the proposal. With respect to Proposals Two, Three and Four, abstentions will have the same effect as a vote cast against the proposals. Broker non-votes and withheld votes will not count as votes cast either for or against any of the proposals.
What Vote Is Required to Approve a Proposal?
Proposal One: The director nominees who receive the most “for” votes are elected to the board until all board seats are filled. In an uncontested election, where the number of nominees and available board seats are equal, every nominee is elected upon receiving just one “for” vote.
Proposal Two: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 will be approved if holders of a majority of the stock present in person at the meeting or represented by proxy vote in favor of the proposal.
Proposal Three: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote) will be approved if holders of a majority of the stock present in person at the meeting or represented by proxy vote in favor of the proposal.
Proposal Four: The adoption of the advisory resolution that a non-binding, advisory vote to approve the compensation of our named executive officers be held EVERY YEAR (“say-when-on-pay” vote) will be approved if holders of a majority of the stock present in person at the meeting or represented by proxy vote in favor of the proposal. However, because this proposal has three choices, it is possible that no choice will receive an affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote thereon at the 2024 annual meeting. Therefore, the Board will consider the choice that receives the highest number of votes as the choice supported by our stockholders.
Who Solicits Proxies and How Are They Paid?
The proxy accompanying this proxy statement is solicited on behalf of our Board for use at the annual meeting and Ryerson pays the expenses of soliciting the proxies. In addition to this solicitation by mail, our directors, officers and other employees may contact you by personal interview, telephone, electronic mail, facsimile, internet or otherwise to obtain your proxy. These persons will not receive any additional compensation for these activities. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward solicitation material to the beneficial owners of stock. We will reimburse these entities and our transfer agent for their reasonable out-of-pocket expenses in forwarding solicitation material. We have not retained the services of a proxy solicitor.
How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials?
To reduce the costs of printing and distributing proxy materials we are taking advantage of the SEC rule that allows companies to furnish their proxy materials over the internet. As a result, we send many stockholders a notice regarding the internet availability of the proxy materials instead of a paper copy of our proxy materials. This notice explains how you can access the proxy materials over the internet, and also describes how to request to receive a paper copy of the proxy materials. If you have requested paper copies of the proxy materials, you may have received one copy of our proxy statement, annual report or Notice for multiple stockholders in your household. This is because we and some brokers,
RYERSON 2024 Proxy Statement | 5
Annual Meeting Information
banks and other record holders participate in the practice of “householding” proxy statements, annual reports and Notices of Internet Availability of Proxy Materials and deliver only one copy to stockholders at one address unless we or they receive other instructions from you.
If these materials were delivered to an address that you share with another stockholder, we will promptly deliver a separate copy if you make a written or verbal request to Ryerson Holding Corporation, Investor Relations, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, email: investorinfo@ryerson.com, or telephone: 312-292-5130.
If you are receiving multiple copies and would like to receive only one copy for your household, you may make such request as follows:
The Company’s proxy materials are also available at ir.ryerson.com.
RYERSON 2024 Proxy Statement | 6
Items You May Vote on
Items You May Vote on
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Our Board presently consists of eight directors, seven of whom our Board has determined to be independent under the NYSE Listed Company Manual and other NYSE rules and requirements (together, “NYSE rules”).
The Board is divided into three separate classes, with one class being elected each year to serve a staggered three-year term. The terms of the Class I Directors expire at the 2024 annual meeting, and three directors will be elected at the annual meeting to serve as Class I Directors for a three-year term expiring at the 2027 annual meeting or until their successors are duly elected and qualified. We believe that our staggered board structure provides several advantages including promoting director participation and independence, as well as promoting board stability, continuity and institutional knowledge. We also believe this structure provides our Board with the ability to focus on the long-term strategies and objectives of the Company.
For the 2024 annual meeting, the Board has proposed the following director nominees for election: Court D. Carruthers, Karen M. Leggio and Michelle A. Kumbier. Two of our current directors, Mses. Kalawski and Sigler, have not been nominated for re-election to the Board, and will cease to serve as directors immediately following the conclusion of the meeting.
Detailed information on each director nominee and continuing director is provided below under “Biographies” on page 14. If you submit valid voting instructions, the proxies will vote your shares of stock for the election of each of the nominees, unless you indicate that you wish to withhold your vote on a nominee. If at the time of the annual meeting any of the nominees is unable or declines to serve, the persons named in the proxy will, at the direction of the Board, either vote for the substitute nominee or nominees that the Board recommends, or the Board may reduce the number of directors to be elected at the meeting. The Board has no reason to believe that any nominee will be unable or will decline to serve as a director if elected.
Vote Required
Under our Bylaws, our directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. With plurality voting, the nominees who receive the most “for” votes are elected to the board until all board seats are filled. In an uncontested election, where the number of nominees and available board seats are equal, every nominee is elected upon receiving just one “for” vote.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” the election of COURT D. CARRUTHERS, KAREN M. LEGGIO and MICHELLE A. KUMBIER to serve as directors of the Company.
RYERSON 2024 Proxy Statement | 7
Items You May Vote on
Our Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for 2024. Ernst & Young has served as the independent registered public accounting firm for the Company since 2006. Representatives of Ernst & Young will be present at the annual meeting to answer questions. They will also have the opportunity to make a statement if they desire to do so.
The Audit Committee is responsible for recommending, for stockholder approval, our independent registered public accounting firm. Should stockholders fail to approve the ratification of the appointment of Ernst & Young, the Audit Committee would undertake the task of reviewing the appointment. Nevertheless, given the difficulty and expense of changing independent accountants mid-way through the year, there is no assurance that a firm other than Ernst & Young could be secured to deliver any or all of the Company’s independent auditing services required in 2024. The Audit Committee, however, would take the lack of stockholder approval into account when recommending an independent registered public accounting firm for 2025.
The following table sets forward the various fees for services provided by Ernst & Young for 2023 and 2022. The Audit Committee pre-approved all of these services. For additional information, see the description of the pre-approval policies and procedures of the Audit Committee under “Pre-approval Policies,” below on page 27.
Annual Fees for 2023 and 2022
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Audit Fees(1) |
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$3,799,694 |
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$4,205,760 |
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Tax Fees(2) |
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Other Fees(3) |
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$11,994 |
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$3,600 |
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Total |
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$3,859,488 |
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$4,209,360 |
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Ernst & Young’s full-time, permanent employees conducted a majority of the audit of the Company’s 2023 financial statements.
Vote Required
The approval of this proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote thereon at the 2024 annual meeting, assuming that a quorum is present.
Recommendation of the Board
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2024.
RYERSON 2024 Proxy Statement | 8
Items You May Vote on
Section 14A of the Securities Exchange Act of 1934 (“Section 14A”) requires that the Company provide its stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of its named executive officers at least once every three years. In 2021, the stockholders voted, and the Board of Directors determined, that the stockholders should vote on a say-on-pay proposal once every three years to provide the Company with sufficient time to thoughtfully consider the results of the vote and implement any desired changes to executive compensation policies and procedures. Accordingly, the Company is seeking your vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement (the “Say-on-Pay Vote”). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.
Stockholders are urged to read the “Executive Compensation” section of this proxy statement, beginning on page 26, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals.
As an advisory vote, the vote on this proposal is not binding. However, our Board and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
Based on the above, we request that you indicate your support for our executive compensation practices by voting in favor of the following resolution:
“RESOLVED, that the Company’s stockholders approve the compensation of the Company’s named executive officers as described in this Proxy Statement in the “Executive Compensation” section, including the Compensation Discussion and Analysis and the related compensation tables and narrative.”
Vote Required
The approval of this proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote thereon at the 2024 annual meeting, assuming that a quorum is present.
Recommendation of the Board
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION, ON A NON-BINDING, ADVISORY BASIS, OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DESCRIBED UNDER THE HEADING “EXECUTIVE COMPENSATION” IN OUR PROXY STATEMENT.
RYERSON 2024 Proxy Statement | 9
Items You May Vote on
Section 14A also provides that we include in this proxy statement a separate, advisory, non-binding stockholder vote on whether the Say-on-Pay Vote should occur every one, two or three years (Say-When-on-Pay Vote). Stockholders have the option to vote for any one of the three options, or to abstain on the matter.
The Board has determined that an advisory vote on executive compensation every year is the best approach for the Company based on a number of considerations, including the following:
The stockholders also have the opportunity to provide additional feedback on important matters, including executive compensation throughout the year. As discussed under “Communications with the Board” on page 23, the Company provides stockholders an opportunity to communicate directly with the Board on any issue, including executive compensation.
You may indicate your preferred voting frequency by voting for the option of three years, two years, or one year, or you may abstain from voting. We will consider stockholders to have expressed a non-binding preference for the frequency that receives the highest number of favorable votes.
Although this selection is non-binding in nature, our Board and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal, and will consider the stockholders’ preference in determining the frequency of future votes on compensation program for our named executive officers. However, the Board may decide that it is in the best interests of our stockholders and the Company to hold a non-binding, advisory Say on Pay Vote less frequently than the option selected by our stockholders.
The Board of Directors unanimously recommends that a non-binding, advisory vote to approve the compensation of our named executive officers be held EVERY YEAR.
Vote Required
The approval of this proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote thereon at the 2024 annual meeting, assuming that a quorum is present. Because this proposal has three choices, it is possible that no choice will receive an affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote thereon at the 2024 annual meeting, in which case the Board will consider the choice that receives the highest number of votes as the choice supported by our stockholders.
Recommendation of the Board
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION, ON A NON-BINDING, ADVISORY BASIS, OF THE RESOLUTION APPROVING THE NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF EVERY YEAR OF THE STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS DESCRIBED UNDER THE HEADING “EXECUTIVE COMPENSATION” IN OUR PROXY STATEMENT.
We do not know of any other matters to be voted on at the meeting. If, however, other matters are properly presented for a vote at the meeting, the persons named as proxies will vote your properly submitted proxy according to their judgment on those matters.
RYERSON 2024 Proxy Statement | 10
Board of Directors
Board of Directors
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Composition of the Board of Directors
Our Amended and Restated Certificate of Incorporation and Bylaws provide that the authorized number of directors shall be fixed from time to time by a resolution of the majority of our Board. Our Board is currently comprised of the following eight members:
Kirk K. Calhoun |
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Court D. Carruthers |
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Eva M. Kalawski |
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Jacob Kotzubei |
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Stephen P. Larson |
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Edward J. Lehner |
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Philip E. Norment |
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Mary Ann Sigler |
Two of the current directors, Mses. Kalawski and Sigler, have not been nominated for re-election to the Board, and will cease to serve as directors immediately following the conclusion of the meeting. Accordingly, their biographies are not presented below.
In connection with the IPO, the Company and Platinum entered into an amended and restated investor rights agreement (the “Investor Rights Agreement”) in August 2014 that provided, among other things, that for so long as Platinum collectively beneficially owns (i) at least 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate for election to the Board no fewer than that number of directors that would constitute a majority of the number of directors if there were no vacancies on the Board, (ii) at least 15% but less than 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate two directors and (iii) at least 5% but less than 15% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate one director. The agreement also provides that if the size of the Board is increased or decreased at any time, Platinum’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number. As of February 16, 2024, Platinum owned 11.5% of the voting power of the outstanding capital stock of the Company. Based on the size of the Board as of February 15, 2024, Platinum has the right to nominate up to two directors pursuant to the Investor Rights Agreement.
Our Corporate Governance Guidelines provide that if an officer serving on our Board resigns or retires from his or her executive position with the Company or if a non-management director’s external job changes from the time such director was last elected, such individual shall offer his or her resignation from the Board at the same time; however, whether or not the individual shall continue to serve on the Board is a matter for determination on a case-by-case basis by the Board.
Terms and Classes of Directors
Our Board is divided into three staggered classes of directors of the same or nearly the same number. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon election and qualification of successor directors at the annual meeting of stockholders to be held during the years 2024 for the Class I directors, 2025 for the Class II directors and 2026 for the Class III directors.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class shall consist of one-third of the directors. The following table sets forth information as of the date of this proxy statement regarding the nominees for directors and other directors who will serve as directors in the classes and for the terms specified below:
RYERSON 2024 Proxy Statement | 11
Board of Directors
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Nominees for Director |
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Class I |
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Court D. Carruthers |
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yes |
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51 |
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2015 |
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M |
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X |
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2024 |
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Michelle A. Kumbier(5) |
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yes |
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57 |
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F |
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Karen M. Leggio |
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yes |
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61 |
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F |
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X |
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Continuing Directors |
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Class II |
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Stephen P. Larson |
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yes |
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67 |
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2014 |
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M |
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X |
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X |
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Chair |
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2025 |
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Philip E. Norment |
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yes |
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64 |
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2014 |
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M |
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X |
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X |
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2025 |
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Class III |
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Kirk K. Calhoun |
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yes |
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79 |
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2014 |
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M |
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Chair (F) |
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Chair |
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2026 |
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Jacob Kotzubei |
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yes |
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55 |
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2010 |
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M |
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Chair |
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X |
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2026 |
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Edward J. Lehner |
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58 |
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2022 |
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M |
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X |
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2026 |
|
1 URM: Underrepresented Minority.
* Current term expires at this annual meeting.
(F) Audit Committee Financial Expert
The standing committees of the Board, with the membership indicated as of February 17, 2024, are set forth in the table above. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board also appoints an ad hoc Transaction Committee from time to time as needed.
Board Diversity
RYERSON 2024 Proxy Statement | 12
Board of Directors
Director Skills & Experience
Among the qualifications, qualities and skills of a candidate considered important by the Nominating and Corporate Governance Committee are a commitment to representing the long-term interests of the shareholders, an inquisitive and objective perspective, the willingness to take appropriate risks, leadership ability, personal and professional ethics, integrity and values, practical wisdom and sound judgment, and business and professional experience in fields such as operations, supply chain and distribution. When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Lehner, who is employed by the Company, their independence. The Committee believes that each of the director nominees for the 2024 Annual Meeting possesses these attributes.
Skill & Experience |
Calhoun |
Kotzubei |
Lehner |
Carruthers |
Kumbier |
Leggio |
Larson |
Norment |
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PUBLIC COMPANY Experience serving as a public company director; demonstrated understanding of current corporate governance standards and best practices in public companies. |
• |
• |
• |
• |
• |
|
• |
• |
CEO OR SENIOR MANAGEMENT “C-Suite” experience with a public company and/or leadership experience as a division president or functional leader within a complex organization. |
|
• |
• |
• |
• |
• |
• |
• |
INDUSTRY AND OPERATIONS Experience developing and implementing operating plans and business strategy. |
|
• |
• |
• |
• |
• |
• |
• |
FINANCE/ACCOUNTING Knowledge of finance or financial reporting; experience with debt and capital market transactions and/or M&A. |
• |
• |
• |
• |
• |
• |
• |
• |
RISK MANAGEMENT Experience overseeing complex enterprise risk management matters. |
• |
• |
• |
• |
• |
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• |
• |
CYBERSECURITY/DATA PRIVACY Experience implementing IT strategies and managing cybersecurity risks. |
• |
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• |
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• |
CORPORATE GOVERNANCE & SUSTAINABILITY Informed on Company issues related to sustainability, including environmental, social and governance issues while monitoring emerging issues potentially affecting the reputation of the business. |
|
• |
• |
• |
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• |
• |
• |
SUPPLY CHAIN/LOGISTICS Experience in supply chain management encompassing the planning and management of all activities involved in sourcing and procurement, conversion, and all logistics management activities. |
|
|
• |
• |
• |
• |
• |
|
HUMAN RESOURCES/ COMPENSATION Experience managing a human resources/compensation function; experience with executive compensation and broad-based incentive planning. |
• |
• |
• |
• |
• |
• |
• |
• |
RYERSON 2024 Proxy Statement | 13
Board of Directors
Biographies
Additional information regarding the nominees and continuing directors is set forth below and is based on information furnished to us by the nominees and directors.
Nominees for Director
The Board has nominated Mses. Kumbier and Leggio and Mr. Carruthers for election at the 2024 annual meeting, each to hold office until the annual meeting of stockholders in 2027 (subject to the election and qualification of their successors or the earlier of their death, resignation or removal). Mr. Carruthers is currently a director.
Two of our current directors, Mses. Kalawski and Sigler, have not been nominated for re-election to the Board, and will cease to serve as directors immediately following the conclusion of the meeting.
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Court D. |
Director since: |
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August 2015 |
|
||
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Court D. Carruthers serves as President and CEO of TricorBraun, Inc., a global packaging solutions company, where he is also a director. He is the founder and principal of CKAL Advisory Partners, LLC. He previously served as Senior Vice President and Group President, Americas, of W.W. Grainger, Inc., a broad-line supplier of maintenance, repair and operating (MRO) products, from 2013 until July 2015. Prior to that time, he had served as President, Grainger U.S., from 2012 until 2013; President, Grainger International, from 2009 until 2012; and President, Acklands-Grainger, from 2006 until 2009. He was appointed a Senior Vice President of Grainger in 2007. Mr. Carruthers until last year served on the board of directors, the compensation committee, and the audit committee of US Foods Holding Corp. He is a past director of a number of private and other public companies including Monotaro, PSS Companies, Shoes for Crews, Follett Corp. and Foundation Building Materials. Mr. Carruthers currently serves on the boards of WC Hockey NFP and the Gorton Community Center. He is a Chartered Professional Accountant (Canada, non-practicing), and holds a Bachelor of Commerce degree from the University of Alberta in Edmonton, Alberta, Canada, and a Master of Business Administration from Queens University in Kingston, Ontario, Canada. His substantial prior experience as a senior executive for a large international distribution company has led the Board to conclude that Mr. Carruthers has the background and skills necessary to serve as a director of the Company. |
||||
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Michelle A. Kumbier |
|
Public Company Directorships: |
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Abbott Laboratories (NYSE: ABT) Teledyne Technologies Incorporated (NYSE: TDY) |
||
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Michelle A. Kumbier currently serves as the Senior Vice President and President of the Turf and Consumer Products business of Briggs & Stratton LLC (NYSE: BGG) (“B&S”), a designer, manufacturer, seller and servicer of gasoline engines for outdoor power equipment. Prior to joining B&S in 2022, Ms. Kumbier served as the Chief Operating Officer of Harley-Davidson, Inc. (“HD”) from 2017 to 2020 after holding numerous leadership positions of increasing responsibility in the areas of supply chain, manufacturing, product development, aftermarket, and sales during her more than two decades at HD. Prior to her time at HD, Ms. Kumbier started her career at Kohler Company Inc., holding various positions over an eleven-year period in operations, sales and customer service in the plumbing products and engines divisions. Ms. Kumbier previously served on the board of directors of Tenneco Inc. Ms. Kumbier earned a Master of Business Administration from the University of Wisconsin, a Bachelor of Arts in Marketing from Lakeland College and an Associate Degree in Materials Management from Lakeshore Technical College. Ms. Kumbier’s extensive senior management experience has led the Board to conclude that she has the background and skills necessary to serve as a director of the Company. |
||||
RYERSON 2024 Proxy Statement | 14
Board of Directors
|
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|
Karen M. Leggio |
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||
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Karen M. Leggio most recently served as the Senior Vice President and General Manager from 2019 to 2023 of the Channel and Distribution Business Unit of TE Connectivity Ltd (“TE”) (NYSE: TEL), a manufacturer and seller of connectivity and sensor solutions in Europe, the Middle East, Africa, the Asia–Pacific, and the Americas. In this role she also had responsibility for TE's global customer care organization. From 2010 to 2019 she held various leadership positions at TE, including Senior Vice President of Sales and Operations Planning, Senior Vice President and General Manager of TE’s Americas automotive business, Chief Supply Chain Officer, and Chief Procurement Officer. Prior to joining TE, Karen served as the Vice President of Global Supply Chain for Ingersoll Rand Inc. from 2007 to 2010. Prior to that, she spent twenty-three years (1985-2007) at General Motors Company holding multiple leadership roles of increasing responsibility in the areas of operations, procurement, logistics, supplier quality, and program management, including Vice President of Global Purchasing and Supply Chain for Latin America, Africa and the Middle East, Executive Director of Global Electrical Purchasing and Supply Chain, Director of Global Purchasing and Supply Chain for the United Kingdom, and Director of Program Purchasing. Ms. Leggio earned a Master’s of Science Degree in Operations from Purdue University and a Bachelor of Arts in Materials and Logistics Management (Supply Chain Management) from Michigan State University. Ms. Leggio’s extensive senior management experience has led the Board to conclude that she has the background and skills necessary to serve as a director of the Company. |
||||
RYERSON 2024 Proxy Statement | 15
Board of Directors
Continuing Directors
Messrs. Calhoun, Kotzubei, Larson, Lehner and Norment will remain directors after the annual meeting.
|
|
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|
Kirk K. |
Director since: |
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|
August 2014 |
|
||
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|
Kirk K. Calhoun joined the public accounting firm Ernst & Young LLP in 1965 and served as a partner of the firm from 1975 until his retirement in 2002. Mr. Calhoun currently serves as a member of the board of three private companies, including NantHealth, Inc. Further, Mr. Calhoun previously served on the boards of several private and public companies in the life sciences industry up until the dates of their respective sales, including PLx Pharma, Inc. (NASDAQ: PLXP), Abraxis Bioscience, Inc., Myogen, Inc., Aspreva Pharmaceutical Corporation, Adams Respiratory Therapeutics, Inc., and Replidyne, Inc. Mr. Calhoun received a Bachelor of Science in Accounting from the University of Southern California. Mr. Calhoun’s experience serving on public company audit committees and boards of directors and his past work as a partner with Ernst & Young LLP has led the Board to conclude that Mr. Calhoun has the requisite expertise to serve as a director of the Company and qualifies as a financial expert for audit committee purposes. |
||||
|
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|
Jacob |
Director since: |
Public Company Directorships: |
|
|
January 2010 |
Vertiv Holding Co (NYSE: VRT) |
||
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|
Jacob Kotzubei joined Platinum in 2002 and is a Co-President at the firm. Mr. Kotzubei serves as a director or manager of a number of Platinum’s portfolio companies. Prior to joining Platinum in 2002, Mr. Kotzubei worked for Goldman Sachs’ Investment Banking Division in New York City for four and half years. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei serves on the board of directors of Vertiv Holdings Co (NYSE: VRT), and he served on the board of directors of KEMET Corporation, Key Energy Services, Inc. and Verra Mobility Corporation. Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law. Mr. Kotzubei was selected to serve on the board due to his experience in executive management oversight, private equity, capital markets, mergers and acquisitions and other transactional matters. |
||||
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Edward J. |
Director since: |
|
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|
February 2022 |
|
||
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Edward J. Lehner has been our President & Chief Executive Officer since June 2015. Previously, he had served as our Executive Vice President and Chief Financial Officer since August 2012. Prior to joining the Company, he served as chief financial officer and chief administrative officer for PSC Metals, Inc. from 2009 to 2012. PSC Metals is a North American ferrous and non-ferrous scrap processor. Mr. Lehner is a current member, and from July 1, 2019, through June 2021 Mr. Lehner served as Chairman, of the Board of Directors of the Metals Service Center Institute, a non-profit association serving the industrial metals industry. Mr. Lehner also has served on the Board of Directors of Modumetal Inc., and The Mississippi State Workforce Investment Board. Mr. Lehner earned a bachelor’s degree in accounting from the University of Cincinnati. Mr. Lehner’s substantial prior experience as a senior executive for multiple metals companies has led the Board to conclude that Mr. Lehner has the background and skills necessary to serve as a director of the Company. |
||||
RYERSON 2024 Proxy Statement | 16
Board of Directors
|
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Stephen P. |
Director since: |
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October 2014 |
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Stephen P. Larson currently serves as the Chairman of our Board. Mr. Larson completed a 35-year career with Caterpillar Inc. in 2014 after holding multiple positions in the areas of accounting, finance, marketing and logistics. Caterpillar is the world’s leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. His senior leadership positions for Caterpillar included roles as Product Manager; Regional Manager for Canada and the Eastern United States; Vice President, Caterpillar Financial Services - Asia Pacific; Caterpillar Logistics President - Americas region; and from 2007 until his retirement, Vice President, Caterpillar Inc. and President and Chairman of Caterpillar Logistics Services, a wholly-owned subsidiary of Caterpillar Inc. From November 2015 to August 2016, Mr. Larson served as Interim Chief Executive Officer and was already a member of the board of directors of Neovia Logistics Services, LLC (formerly Caterpillar Logistics Services), a global industrial contract logistics company. Mr. Larson previously served for six years as a Commissioner on the board of the Metropolitan Airport Authority of Peoria, Illinois. He earned a Bachelor of Business Administration and a Master of Business Administration, both from Western Illinois University. Mr. Larson’s experience in accounting, finance and other areas for a large international manufacturer has led the Board to conclude that he has the background and skills necessary to serve as a director of the Company. |
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Philip E. |
Director since: |
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April 2014 |
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Philip E. Norment is a Partner at Platinum. He is a member of Platinum’s Investment Committee, and the President, Portfolio Operations, responsible for evaluating acquisition opportunities and integrating new acquisitions into the portfolio. Prior to joining Platinum in 1997, Mr. Norment served in a variety of management positions at Pilot Software, Inc., achieving the position of Chief Operating Officer. Over the course of 12 years, he worked in the areas of global support, operations, consultative services and sales support. Mr. Norment has served and currently serves on numerous company boards. Mr. Norment earned a Bachelor of Economics and a Master of Business Administration from the University of Massachusetts Amherst. Mr. Norment’s experience in executive management oversight, private equity and transactional matters has led the Board to conclude that he has the varied expertise necessary to serve as a director of the Company. |
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RYERSON 2024 Proxy Statement | 17
Board of Directors
Meetings of the Board and Board Committees
During 2023, our Board met four times. In addition to the meeting of the full Board, directors also attended meetings of Board committees on which they served. All of the directors attended at least 75% of the meetings of the Board and the committees on which they served. While we do not have a formal policy requiring them to do so, we encourage our directors to attend our annual meeting of stockholders.
All of our directors attended our 2023 annual meeting of stockholders, except for Mr. Carruthers.
RYERSON 2024 Proxy Statement | 18
Corporate Governance Matters
Corporate Governance Matters
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Our policies and practices reflect corporate governance standards that comply with the NYSE rules and the corporate governance requirements of the Sarbanes-Oxley Act, including:
Board Leadership Structure
Under our Bylaws, the Board may appoint one of the directors as Chairman of the Board. The Chairman of the Board may be a management or a non-management director and may or may not be the same individual as our CEO (if our CEO is a director), at the option of the Board. The Board believes it should be free to make this determination depending on what it believes is best for the Company in light of all the circumstances. The Board appointed the Company’s CEO to the Board on February 17, 2022. Further, the Board appointed Stephen P. Larson as the Chair of the Board on January 31, 2024. Prior to Mr. Larson's appointment, the Company did not have a Chair of the Board. This leadership structure allows our CEO to focus his time and energy on operating and managing the Company, helps ensure accountability for the actions and strategic direction of the Company, and assists the Company in presenting its message and strategy to stockholders, employees and customers.
Our directors meet at regularly scheduled executive sessions without management present, usually in conjunction with regularly scheduled Board meetings. In addition, at least once each year the independent directors meet in executive session without any other persons present. One of our independent directors is chosen by the directors at each such session of independent directors to preside over the session.
Director Independence
All our director nominees and directors, except for Mr. Lehner, our CEO, are independent. For a director to be considered independent under the NYSE rules, our Board must determine that the director nominee (or director) does not have any material relationship with the Company. To assist in making this determination, our Board adopted a policy on director independence based on the NYSE’s independence standards. A copy of the policy is available on the corporate governance page on our website, which can be found at ir.ryerson.com by clicking on “Governance.”
Under our policy on director independence, a director will be considered independent only if the Board has affirmatively determined that the director has no material relationship with the Company that would impair the director’s independent judgment. In the process of making such determinations, the Board will consider the nature, extent and materiality of the
RYERSON 2024 Proxy Statement | 19
Corporate Governance Matters
director’s relationships with the Company. When assessing the materiality of a director’s relationship with the Company, the Board should consider the issue not only from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The Board will consider all relevant facts and circumstances in rendering its “independence” determinations. Material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships, among others. In addition, a director will not be deemed “independent” for purposes of service on the Board if such director:
For purposes of the Company’s policy on director independence, “immediate family member” means any of the person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law and brothers- and sisters-in-law and anyone (other than domestic employees) who shares the person’s home. The Board has determined that Mses. Kalawski, and Sigler, Messrs. Calhoun, Carruthers, Kotzubei, Larson, and Norment are, or during 2023 were, independent within the meaning of the NYSE rules or our policy on director independence. Further, the Board has determined that Mses. Kumbier and Leggio are independent within the meaning of the NYSE rules or our policy on director independence.
As stated above, our Board of Directors unanimously recommends a vote “FOR” the election of the Board’s nominees identified above.
RYERSON 2024 Proxy Statement | 20
Board Oversight of Risk
Board Oversight of Risk
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Our Board as a whole has responsibility for overseeing our enterprise risk management ("ERM"). As a general matter, the Board and the Audit Committee assess whether the Company has an appropriate framework to manage and mitigate risks. The Board exercises its oversight responsibility directly and through its committees. In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing certain specific enterprise risks, including financial, cyber security, legal, sustainability and market risks. For the other committees' role in overseeing risks, please see "Committee Roles" on page 22 and "Board Committees" on page 24.
In order to address its enterprise risks, the Company has implemented an ERM program. The purpose of the program is for the Company to monitor risks to strategic objectives, identify the top risks annually from a risk universe of over 50 risks, and develop, implement and track key mitigation plans for the identified risks. The annual process to identify current top risks and mitigation efforts consists of two sets of interviews of senior leadership by the ERM Committee headed by our CFO and by our internal audit department, respectively. Throughout the year, the ERM Committee also conducts interviews with relevant risk owners to track risks and status of mitigation plans.
The results of the interviews are reviewed by the executive team, then reported to the Audit Committee annually. For financial, cyber security and market risks, the Audit Committee additionally reviews quarterly reports from Ryerson’s internal audit department, General Counsel and Chief Information Officer. The results are also used by the internal audit department in developing its annual audit plan as discussed under "Board Oversight of Risk - Internal Audit" on page 21. In addition to the annual reports on ERM to the Audit Committee, the Company provides the Board and committees with presentations throughout the year as to specific risks and mitigation plans.
Further, the Board’s consideration of risk is not limited to discussions during Board and committee meetings. At its discretion and at any time, the Board may communicate with management as a group, or individually, concerning our most significant risks. In addition, each Director has complete access to all of our employees to the extent the Director may have questions concerning a particular risk.
Enterprise Risk Management
RYERSON 2024 Proxy Statement | 21
Board Oversight of Risk
Committee Roles
Our Compensation Committee is responsible for evaluating risk arising from our compensation policies and practices, management development and succession planning, and employment benefits and policies. Our Nominating and Governance Committee manages risks related to Board composition and succession planning, Director independence, governance and corporate compliance and reporting obligations. In addition to overseeing certain enterprise risk management, our Audit Committee assists the Board in monitoring the Company’s compliance with legal and regulatory requirements as well as its ethical standards and policies. It also oversees our internal audit function. The committees provide reports to the full Board regarding these and other matters.
Internal Audit
Under its charter, the internal audit department is tasked to help the Company accomplish its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the Company’s risk management, control and governance processes. To promote independence of the department and ensure appropriate internal audit coverage, the internal audit director is responsible for leading the department and reports functionally to the Audit Committee, and administratively (i.e., day-to-day operations) to the chief financial officer. The internal audit services personnel have unrestricted access to all functions, records, property and personnel of the Company and full and free access to the Audit Committee. The internal audit department is currently staffed entirely by a third-party auditing firm.
The scope of the department’s internal auditing encompasses, but is not limited to, the examination and evaluation of the adequacy and effectiveness of the Company’s governance, risk management and internal controls, as well as the quality of performance in carrying out assigned responsibilities to achieve the Company’s stated goals and objectives. This includes, among other things:
The internal audit department provides reports on these items to the Audit Committee at each regularly scheduled Audit Committee meeting. In addition, the internal audit department is responsible for conducting an annual risk assessment. In performing this risk assessment, the internal audit department distributes a risk assessment survey to management across the Company. The survey poses open ended questions relating to risks and opportunities facing the Company as well as asks management to rank different risk areas based on impact (requiring management to consider how significant the risk or opportunity is to the Company) and vulnerability (requiring management to consider how prepared Ryerson is to address the risk or take full advantage of the opportunity). Following its assessment, the internal audit department, subject to the Audit Committee's oversight, is responsible for and developing a corresponding annual audit plan using a risk-based approach to monitor and report on the adequacy and effectiveness of the Company’s processes for controlling its activities and managing its risks.
Governance Guidelines and Committee Charters
We maintain a corporate governance page on our website that includes our Corporate Governance Guidelines, Code of Ethics and Business Conduct and the charters for our Audit, Compensation and Nominating and Corporate Governance Committees. The corporate governance page can be found at ir.ryerson.com by clicking on “Governance.” Stockholders
RYERSON 2024 Proxy Statement | 22
Board Oversight of Risk
also may obtain copies of these materials by contacting us at Investor Relations, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, email: investorinfo@ryerson.com, or telephone: 312-292-5130.
Code of Ethics
Our Board has adopted a code of ethics (“Code of Ethics”) that contains the ethical principles by which our chief executive officer and chief financial officer, among others, are expected to conduct themselves when carrying out their duties and responsibilities. A copy of the Code of Ethics may be found at the end of our general code of ethics and business conduct, available on our corporate governance webpage located at ir.ryerson.com. We will provide a copy of our general code of ethics and business conduct, which includes the Code of Ethics, to any person, without charge, upon request, by writing to the Chief Compliance Officer, Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606 (telephone number: 312-292-5000). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on the corporate governance page on our website, which can be found at ir.ryerson.com by clicking on “Governance.”
Board Education
We provide comprehensive ongoing education and training for all Board members on key matters throughout the year, through sessions with advisors and experts. In 2023, Board members received training through Thayer Leadership, Inc. and attended a business strategy training session led by a Professor of Management at the Washington University in St. Louis Olin Business School. In addition, each Board member is a member of the National Association of Corporate Directors, which provides educational resources and on-demand learning to corporate directors. Directors are also given development and education opportunities through facility visits, product demonstrations and speaking or meeting directly with members of management and other employees.
Communications with the Board
An employee, officer or other interested party who has an interest in communicating with the Board may do so by directing the communication to the General Counsel of the Company. Persons who desire to communicate with the directors should send their correspondence addressed to the attention of the General Counsel, c/o Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606. The General Counsel will provide a summary of all appropriate communications to the addressed directors.
RYERSON 2024 Proxy Statement | 23
Board Committees
Board Committees
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Executive Committee
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In December 2014, the Board established an Executive Committee in accordance with our Bylaws. The Executive Committee has and may exercise all powers that the Board legally delegates to it. In addition, during the intervals between meetings of the Board, the Executive Committee has and may exercise all of the powers of the Board, other than such powers as are granted to the Audit Committee, the Compensation Committee or the Nominating and Corporate Governance Committee, in the management of the business and affairs of the Corporation, unless otherwise limited by a resolution of the Board, the Company’s Amended and Restated Certificate of Incorporation or Bylaws, or applicable law. The Executive Committee is convened when circumstances do not allow the time, or when it is otherwise not practicable, for the entire Board to meet. The Executive Committee consists of Messrs. Kotzubei, Larson, Lehner and Norment. In 2023, the Executive Committee did not meet.
Transaction Committee
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In May 2023, the Board established an ad hoc Transaction Committee in accordance with our Bylaws. The Transaction Committee had and exercised all those powers that the Board legally delegated to it. The Transaction Committee consisted of Messrs. Calhoun, Carruthers and Larson. In 2023, the Transaction Committee met twice.
Nominating and Corporate Governance Committee
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Our Nominating and Corporate Governance Committee (the “Governance Committee”) considers and oversees all corporate governance issues as they arise and develops appropriate recommendations for the Board regarding those issues. It is also responsible for reviewing the requisite skills and characteristics of the members of the Board. In 2023, the Governance Committee met twice. The Governance Committee currently consists of Messrs. Norment and Larson, and Ms. Kalawski. Our Governance Committee is comprised entirely of independent directors.
Our Board has adopted an amended and restated written charter for the Governance Committee, pursuant to which the Governance Committee has, among others, the following responsibilities:
RYERSON 2024 Proxy Statement | 24
Board Committees
Qualifications for Directors
In selecting or recommending candidates to serve as directors, the Governance Committee takes into consideration the following criteria as approved by the Board, and as modified by the Board from time to time, and such other factors as it deems appropriate:
The Governance Committee is committed to identifying qualified prospective director candidates that will serve the best interests of the Company and its shareholders. In order to maximize the results of its search for qualified candidates, the Governance Committee may solicit referrals from other members of the board, management and other sources, including third-party recommendations. In 2023, the Company at the direction of the Governance Committee engaged a third-party search firm to identify quality candidates and the Chair of the Governance Committee and members of the Company’s senior management attended NYSE’s 2023 Board Networking Summit in an effort to identify quality candidates.
Once it determines that a candidate possess the qualities, professional experience and other attributes that it deems valuable for the needs of the current board, the Governance Committee and senior-level Company personnel vet the candidate by conducting extensive interviews and in-depth background checks, including soliciting opinions about the candidate from third parties.
The Governance Committee will consider all candidates recommended by the Company’s stockholders in accordance with the procedures set forth in the Company’s annual proxy statement. For additional information, see “Stockholder Nominations for Directors,” below on page 70.
Audit Committee
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Our Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. In 2023, the Audit Committee met four times. The Audit Committee consists of Messrs. Calhoun, Carruthers and Larson. Each of Messrs. Calhoun, Carruthers and Larson are “independent” as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the applicable NYSE rules. Each is “financially literate,” and Mr. Calhoun, the chair of the Audit Committee, is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
Our Board has adopted a written charter for the Audit Committee, pursuant to which the Audit Committee has, among others, the following responsibilities:
RYERSON 2024 Proxy Statement | 25
Board Committees
In addition to the above, the Audit Committee is also responsible for overseeing sustainability risks and other sustainability-related matters, including our reporting standards and requirements with respect to sustainability matters and related disclosures. The Audit Committee also reviews related party transactions. For additional information regarding our related party policy, see “Related Party Transactions,” below on page 68.
RYERSON 2024 Proxy Statement | 26
Board Committees
Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of Ernst & Young, our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by Ernst & Young. For additional information regarding the services provided by Ernst & Young and the fees for such services, see “Ratification of Appointment of Independent Registered Public Accounting Firm,” above on page 8.
Pre-approval Policies
The Audit Committee has established policies and procedures pursuant to which any audit or any permissible non-audit services to be provided by the independent registered public accounting firm must be pre-approved by the Committee or its delegates. At least quarterly, the Audit Committee reviews and, if appropriate, pre-approves services to be performed by the independent auditor, reviews a report summarizing fiscal year-to-date services provided by the independent auditor and reviews any updated projection of the fiscal year’s estimated fees. The Audit Committee may delegate to any member of the Committee the duty to pre-approve any payments of compensation to the independent registered public accounting firm, provided that the decisions of such member to grant pre-approvals shall be presented to the full Committee for ratification.
No required pre-approvals were waived or approved after the services commenced. Before approving the non-audit services described as “Tax Fees” under “Ratification of Appointment of Independent Registered Public Accounting Firm,” above on page 8, the Audit Committee reviewed whether the independent registered public accounting firm could provide those services and maintain its independence. The Audit Committee approved 100% of the audit-related fees tax fee and other fees for 2023 and 2022.
Other Policies
The Audit Committee has adopted policies to ensure the independence of the Company’s independent registered public accounting firm, including policies on employment of audit firm employees and audit partner rotation.
RYERSON 2024 Proxy Statement | 27
Board Committees
Audit Committee Report – Financial Statements Recommendation1
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Management is responsible for the preparation, presentation and integrity of Ryerson’s consolidated financial statements and the reporting process including Ryerson’s internal controls over financial reporting and their effectiveness. The independent registered public accounting firm of Ernst & Young LLP (“EY”) is responsible for performing an independent audit of Ryerson’s consolidated financial statements. The Audit Committee’s responsibility is to monitor and oversee these activities and processes. In this context, the Audit Committee reports as follows:
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the Securities and Exchange Commission.
Respectfully submitted by the Audit Committee:
Kirk K. Calhoun, Chair
Court D. Carruthers
Stephen P. Larson
RYERSON 2024 Proxy Statement | 28
Compensation Committee
Compensation Committee
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Our Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other named executive officers, evaluating the performance of those officers in light of those goals and objectives and setting compensation of those officers based on such evaluations. In 2023, the Compensation Committee met three times. The Compensation Committee consists of Messrs. Calhoun and Kotzubei and Ms. Sigler, all of whom were deemed independent as of February 2023.
Our Board has adopted a written charter for the Compensation Committee, pursuant to which the Compensation Committee has, among others, the following authority to fulfill its duties and responsibilities:
RYERSON 2024 Proxy Statement | 29
Compensation Committee
In addition, the Compensation Committee reviews the results of the stockholder advisory votes on (i) executive compensation and (ii) the frequency of the stockholder votes on executive compensation.
Under the Compensation Committee’s charter, the Committee also has the resources and authority to:
In addition, the Committee may form and delegate its authority to subcommittees or to the Committee Chair when it deems appropriate and in the best interests of the Company, although it did not do so in 2023. Since 2016, the Company, at the Compensation Committee’s request, has engaged Compensation Advisory Partners, (“CAP”), an independent executive compensation consultant, to assist in planning for the Company’s executive compensation program.
Compensation Committee Interlocks and Insider Participation
Mr. Kotzubei, Mr. Calhoun and Ms. Sigler served on our Compensation Committee during all of the last completed fiscal year. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee. None of the members of the Compensation Committee is now an employee of the Company. Prior to the IPO, Ms. Sigler served as the Company’s Vice President. She resigned her position as an officer in August 2014 in connection with the IPO and has not served as an officer of the Company since that time.
RYERSON 2024 Proxy Statement | 30
Compensation Committee Report
Compensation Committee Report1
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The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this proxy statement, set forth below. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and be incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Respectfully submitted by the Compensation Committee:
Kirk K. Calhoun, Chair
Jacob Kotzubei,
Mary Ann Sigler
RYERSON 2024 Proxy Statement | 31
Director Compensation
Director Compensation
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Our Board has adopted a compensation program for our directors. Under the program, only directors who have been determined by the Board to be independent are eligible to receive compensation for their service as Board members. The program provides for an annual cash retainer, additional annual cash retainers for committee chairs and fees for meeting attendance, as follows:
Annual Retainer |
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$165,000 |
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Annual Stock Grants |
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$35,000 |
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Committee Chair Retainers |
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Audit Committee chair |
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$15,000 |
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Compensation Committee chair |
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$10,000 |
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Nominating and Corporate Governance Committee chair |
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$10,000 |
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Meeting Attendance Fees |
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Each Board meeting |
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$2,000 |
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Each committee meeting |
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$1,500 |
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In July 2023, the Company revised its director compensation program to allow directors to receive, in addition to the cash compensation, grants of stock awards. On the last day of each calendar quarter (or, if such date is not a business day, on the first business day following such date), each of our directors is eligible to receive a grant of fully vested shares under our Second Amended and Restated Omnibus Incentive Plan. Each award has an aggregate grant date fair value of $8,750 (and, if applicable, such award is prorated based on the director’s actual service performed during the applicable quarter). The aggregate number of shares covering such awards in any calendar year may not exceed 20,000 shares on a per-director basis. If the maximum number of shares has been granted to a director, such director will instead receive an award payable in cash in lieu of shares.
In addition, in July 2023, the Company revised its director compensation program to provide that, from time to time, our directors may also be eligible to receive an additional retainer, fee, grant, or other payment for service on a special purpose committee or for any other special service, as determined by the Board in its discretion. Each director who serves on a special purpose committee will be paid a $1,500 committee meeting fee in connection with any special purpose committee meetings.
The following table presents information for compensation earned by our independent directors for their service as Board members during 2023.
RYERSON 2024 Proxy Statement | 32
Director Compensation
Director Compensation Table
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Fees Earned or |
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Stock Awards (4) |
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Total(1) |
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Kirk K. Calhoun(2) |
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$201,500 |
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$17,466 |
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$218,966 |
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Court D. Carruthers(3) |
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$182,000 |
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$17,466 |
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$199,460 |
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Stephen P. Larson(4) |
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$187,793 |
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$17,466 |
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$205,260 |
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Name |
Number of Shares |
Kirk K.Calhoun |
252 |
Court D. Carruthers |
252 |
Stephen P. Larson |
252 |
We reimburse each member of our Board for out-of-pocket expenses incurred by them in connection with attending meetings of the Board and its committees. Cash compensation and reimbursements are paid in arrears on a quarterly basis.
RYERSON 2024 Proxy Statement | 33
Executive Officers
Executive Officers
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Biographies
Our executive officers are elected by the Board of Directors and hold office until a successor is chosen or qualified or until their earlier resignation or removal. The following lists our executive officers and gives a brief description of their business experience as of February 28, 2023, other than Mr. Lehner’s, whose biography can be found on page 16:
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James J. Claussen President & Chief Financial Officer (CFO) |
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James J. Claussen, 51, has been the Company’s Executive Vice President & Chief Financial Officer (CFO) since January 2021. From July 2018 until that time, he had served as the president of Central Steel & Wire Company, LLC (CS&W), a subsidiary of Ryerson. Previously, he had served as the CFO of the Company's North-West Region and general manager of corporate development, and held several various leadership positions within the Company. Mr. Claussen has a bachelor's degree in accounting from Minnesota State University, Mankato, and an MBA from the University of Minnesota Carlson School of Management. |
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Michael J. Burbach Chief Operating Officer (COO) |
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Michael J. Burbach, 63, has been our Chief Operating Officer (COO) of the Company since April 2021. Prior to his service as COO, he served as President, North-West Region since October 2013 and as President, Midwest Region since 2007. Mr. Burbach began his metals career as an inside sales representative at Vincent Metals in 1984 and has held procurement, sales and product management roles in the metals industry as well as roles in operations and senior management. Mr. Burbach received his Bachelor of Science degree from the University of Wisconsin-La Crosse. |
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Molly D. Kannan Controller & Chief Accounting Officer |
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Molly D. Kannan, 42, has served as Chief Accounting Officer and Corporate Controller of the Company since January 2020. Ms. Kannan also served as the Company’s Interim Principal Financial Officer from January 2020 until January 2021. Previously, she served as our Corporate Controller since 2015, and held several various leadership positions within the Company. Ms. Kannan earned both a bachelor’s degree and a master’s degree in accounting from the University of Illinois at Urbana-Champaign. |
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RYERSON 2024 Proxy Statement | 34
Executive Officers
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John E. Orth Executive Vice President, Operations |
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John E. Orth, 57, has been our Executive Vice President-Operations since January 2019. Prior to that, Mr. Orth served as Senior Vice President – Operations of the Company since January 2018. Prior to joining the Corporation, since December 2011, Mr. Orth had served in various capacities for Morgan Advanced Materials, a global materials engineering company, including as Global Managing Director (Advanced Ceramics and Metals) from March 2016 to August 2017, and as a Vice President from February 2013 to March 2016. Mr. Orth earned his bachelor’s degree in electrical engineering from Vanderbilt University, and his master’s degree in materials science and engineering and doctorate’s degree in materials science and engineering from the University of Texas at Austin. |
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Mark S. Silver Executive Vice President, General Counsel & Chief Human Resources Officer |
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Mark S. Silver, 53, has served as our Executive Vice President, General Counsel & Chief Human Resources Officer since February 2020. Previously, he served as our Executive Vice President, General Counsel & Secretary from February 2016 to January 2020, and as Vice President & Managing Counsel from January 2013 until February 2016. Prior to his time at the Company, from 2006 until 2012, Mr. Silver served as Vice President and Assistant General Counsel of Sara Lee Corporation, a consumer goods company. Mr. Silver earned a bachelor’s degree in political science from the University of Illinois and a Juris Doctor from Harvard University. |
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Srini Sundarrajan Chief Information Officer |
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Srini Sundarrajan, 52, has served as our Chief Information Officer since February 2019. Prior to joining the Company, Mr. Sundarrajan was Chief Information Officer for BlueLine Rental, one of the ten largest equipment rental companies in North America. Prior to joining BlueLine in 2014 as Director of Business Applications, Mr. Sundarrajan served in executive positions at IBM and RSC Equipment Rental, where he managed outsourcing contracts and led the development of rental applications. Mr. Sundarrajan earned a bachelor’s degree in computer science from Madurai Kamaraj University and a master’s in computer applications from Bharathiar University. |
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RYERSON 2024 Proxy Statement | 35
Executive Compensation
Executive Compensation
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Compensation Discussion and Analysis
Overview
This section explains our executive compensation philosophy, objectives and design; our compensation-setting process; our executive compensation program components; and the decisions made in 2023 with respect to the compensation of each of our named executive officers (or NEO). The Company’s named executive officers for 2023 are:
Executive Compensation Philosophy
The Company’s compensation decisions are based on the goals of recruiting, retaining and motivating individuals who could help us meet and exceed our financial and operational goals, for the purpose of providing meaningful returns to our stockholders.
Objectives
Ryerson’s executive compensation program is designed to:
align the interests of executive management with stockholders |
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provide market competitive compensation |
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attract and retain talented executives |
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differentiate rewards based on individual performance |
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encourage long-term value creation |
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avoid incentivizing excessive risk-taking |
RYERSON 2024 Proxy Statement | 36
Executive Compensation
Principles
Ryerson seeks to promote a high-performance culture and create a compensation program that recognizes and rewards superior individual and Company performance. The following key principles are applied by the Board and our Compensation Committee when determining the compensation approach for the Company’s executives:
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Accountability
Performance-based compensation is tied to metrics for annual corporate results, applicable business unit results and individual performance metrics. This ensures executives are held accountable through their compensation for the performance of the business and for achieving the Company performance objectives, thereby enhancing stockholder value. |
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Competitive Positioning
Ryerson seeks to provide competitive total compensation that includes significant upside potential for executives, with actual pay determined based on performance. For compensation decisions made based on peer group data, target compensation will be based upon a range around the median of the defined peer group. |
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Market Compensation Elements
The compensation components reflect the competitive marketplace so that we can attract, motivate, reward and retain talented executives through business cycles. |
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Consideration of Results of Advisory Vote on Executive Compensation
The most recent executive compensation advisory vote was held at the Company’s 2021 annual meeting of stockholders. In accordance with the vote at such meeting, the Company has been holding stockholder advisory votes on executive compensation every three years. Accordingly, the Company is seeking your vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. Further, at its upcoming annual meeting, the Company is seeking your vote, on an advisory, non-binding basis, to hold stockholder advisory votes on executive compensation annually.
Further, at the executive compensation advisory vote in 2021, our stockholders approved, by more than 99% of the shares voted, the compensation of our named executive officers as disclosed in the proxy statement for that meeting. This level of support was a factor in the Compensation Committee’s continued application of the same principles when making compensation decisions for our named executive officers for 2024.
Determination of Compensation
The Board established the Compensation Committee to oversee various compensation-related matters, including executive compensation. Since that time, the Compensation Committee has been responsible for executive compensation matters as further described above under “Compensation Committee,” beginning on page 29, and has the authority to make decisions regarding the named executive officers’ compensation. In determining the levels and mix of compensation, our Compensation Committee has not generally relied on formulaic guidelines but rather has sought to maintain a flexible compensation program that allows it to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to maximize stockholder value. Subjective factors considered in compensation determinations included an executive’s tenure with the Company, skills and capabilities, contributions as a member of the executive management team, contributions to our overall performance and whether the total compensation potential and structure were sufficient to ensure the retention of an executive when considering the compensation potential that may be available elsewhere.
RYERSON 2024 Proxy Statement | 37
Executive Compensation
Use of Peer Groups for Compensation Matters
Ryerson management, at the Compensation Committee’s request, has annually engaged an independent executive compensation consultant, currently Compensation Advisory Partners (“CAP”), to assist in planning for the Company’s executive compensation program. As an outside advisor, CAP has assisted in evaluating executive compensation programs, providing general executive compensation consulting support including a review of Ryerson’s compensation philosophy and compensation for Ryerson’s named executive officers. Specifically, CAP has completed competitive market positioning reviews of Ryerson’s named executive officers, based upon an assessment of relevant total compensation comparative data obtained from surveys and publicly reported proxy statements. The comparative reviews assessed the named executive officers’ base salaries, target annual bonuses (as a percentage of salary), total cash compensation and total direct compensation against the compensation paid to comparable positions reported in the surveys and comparable executives of the companies listed below, as reported by those companies. These companies (our “Peer Group”) generally are competitors of Ryerson or conduct business in industries similar to Ryerson’s and, as a group, have annual sales comparable to Ryerson’s. Overall, Ryerson’s executive salaries and target annual cash compensations are at or below market median relative to our Peer Group.
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ATI, INC.
Applied Industrial Tech Inc.
Carpenter Technology Corp.
Century Aluminum Co.
Commercial Metals Co.
Haynes International Inc. |
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Kaiser Aluminum Corp.
Kaman Corp.
MRC Global Inc.
MSC Industrial Direct Co Inc.
Olympic Steel Inc.
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Reliance Steel &
Schnitzer Steel
Steel Dynamics Inc.
Timkensteel Corp.
Worthington Industries Inc. |
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At the Compensation Committee’s request, CAP regularly, and at least annually, attends Compensation Committee meetings. CAP presented its report on the competitiveness of the executive compensation program for 2023 to the Compensation Committee in December 2022. The Compensation Committee and the Board considered the report and Peer Group information in making some of its 2023 compensation decisions, as further described below.
The compensation committee regularly reviews the objectivity and independence of the advice provided by its compensation advisors on executive and non-employee director compensation. The compensation committee considered the independence of CAP under the relevant SEC rules and NYSE listing standards and determined that its work does not give rise to any conflicts of interest.
Components of Compensation
The compensation provided to our named executive officers in 2023 consisted of the same elements generally available to our non-executive employees, including base salary, annual bonuses and retirement and other benefits, each of which is described in more detail below. In addition, each of our named executive officers has the opportunity to participate in an equity-based long-term incentive program. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, except for Mr. Claussen as further described under "Perquisites and Other Benefits" on page 49, we do not provide perquisites or other personal benefits to our executive officers, including our named executive officers, and do not have a formal perquisites policy, but may provide perquisites and other personal benefits in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes.
RYERSON 2024 Proxy Statement | 38
Executive Compensation
Our named executive officers may also receive compensation in connection with the termination of their employment in some circumstances, as further described below under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards,” on page 53, and under “Potential Payments Upon Termination or Change in Control,” on page 59.
Relationship Among the Different Components of Compensation
In order to ensure that our named executive officers are held most accountable for our performance and changes in stockholder value, management and the Compensation Committee generally allocate total compensation such that the portion of compensation attributable to fixed elements, such as salary and benefits, decreases with increasingly higher levels of responsibility, and the portion attributable to variable, performance-based elements increases with increasingly higher levels of responsibility. In setting the allocation between the fixed and variable elements, we seek to ensure that sufficient fixed income is provided, while not incentivizing overly risky business strategies.
The percentage allocation between the named executive officers’ base salaries, target annual bonus and granted long-term incentive plan awards for 2023 is set forth below to show the relationship between the different components. Each component is discussed in more detail in the sections below.
Named Executive Officer |
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Base Salary(1) |
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Target Annual |
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Long-Term |
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Edward J. Lehner |
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17.91% |
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22.38% |
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59.71% |
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James J. Claussen |
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22.50% |
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16.87% |
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60.63% |
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Michael J. Burbach |
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23.11% |
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17.33% |
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59.56% |
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Mark S. Silver |
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27.09% |
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18.96% |
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53.95% |
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John E. Orth |
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29.27% |
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19.02% |
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51.71% |
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Base Salary
The base salary payable to each named executive officer was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities, as well as to recruit well-qualified executives. Salary is paid to ensure that we are able to attract and retain the talent necessary to lead our Company and to ensure that sufficient fixed income is provided even when variable compensation programs pay out below target (or not at all).
The named executive officers’ initial base salaries are generally determined in connection with the negotiation of their employment terms upon their hiring or promotion. The salary levels are then reviewed annually in connection with the Company’s salary review for all management employees. Each year, the head of the Company’s human resources department (currently our Executive Vice President, General Counsel & Chief Human Resources Officer) recommends to the CEO a salary adjustment for each officer reporting to the CEO (other than with respect to the Executive Vice President, General Counsel & Chief Human Resources Officer, which the CEO determines). This recommendation is based on a review of (i) competitive market factors (including the reports produced by CAP and the compensation practices of our compensation Peer Group and the positioning of each executive officers' compensation in a ranking of Peer Group compensation levels, taking into account each individual executive officers' skills, experience and qualifications relative to other similarly situated executives at the companies in our Peer Group), (ii) Company budget considerations and (iii) retention considerations and the officer’s performance during the prior year, including the CEO’s performance against the CEO’s personal goals determined at the beginning of the prior year. After reviewing this recommendation, the CEO may make modifications based on the CEO’s own assessment of individual performance and then prepares salary recommendations for the officers reporting to the CEO. The CEO then makes recommendations to the Compensation Committee for each officer (other than for the CEO); the Executive Vice President, General Counsel &
RYERSON 2024 Proxy Statement | 39
Executive Compensation
Chief Human Resources Officer makes a recommendation directly to the Compensation Committee regarding the CEO’s salary, which recommendation is determined in the same manner as the recommendations to the CEO regarding the other officers’ salaries. The Compensation Committee members then review the salary recommendations and, after any adjustments, determine the officers’ base salaries on behalf of the Company, except for the CEO’s base salary, which the Compensation Committee recommends to the Board for approval. In determining base salaries for our named executive officers for any particular year, the Committee generally considers, among other factors, competitive market practice, individual performance for the prior year and the mix of fixed to variable compensation.
2023 Base Salaries
In February 2023, in accordance with the process described above, the Compensation Committee considered the recommendations from Messrs. Silver and Lehner, the comparable compensation reported in surveys, the Peer Group information and other factors, including market competitiveness, and approved new base salaries of the named executive officers (except for the CEO’s base salary, which was recommended to and approved by the Board).
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2023 Base Salary |
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Named Executive Officer |
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Previous |
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Base Salary |
Effective Date |
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Edward J. Lehner |
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$1,100,000 |
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$1,200,000 |
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6/26/2023 |
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James J. Claussen |
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$450,000 |
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$472,500 |
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6/26/2023 |
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Michael J. Burbach |
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$475,000 |
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$494,000 |
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6/26/2023 |
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Mark S. Silver |
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$435,000 |
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$456,750 |
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6/26/2023 |
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John E. Orth |
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$346,500 |
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$360,360 |
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6/26/2023 |
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Annual Bonus
The Company has historically maintained an annual incentive plan (“AIP”), pursuant to which its key managers (including our named executive officers) are eligible to receive performance-based cash bonuses tied to the Company’s achievement of specified financial performance targets for each year. Each year the Compensation Committee or the Board establishes objective financial performance criteria that must be met by the Company in order for bonuses to be paid (usually establishing threshold, target and maximum payout levels for each type of performance measure), and other terms and conditions of awards under the AIP. It also approves any changes to the bonus targets for the named executive officers (other than the CEO’s, which is recommended to and approved by the Board), which are expressed as a percentage of annual salary base rates of the applicable AIP plan year. Under the AIP, no cash AIP bonuses are payable unless the Company achieves the performance thresholds set for the performance period. In general, a participant must be employed by the Company or its subsidiaries through the end of the AIP plan year to receive an AIP bonus payment, although some exceptions exist for circumstances such as retirement, death or position elimination. Additional information regarding AIP bonus payments in these circumstances is included below under “Potential Payments Upon Termination or Change in Control,” below on page 59.
The named executive officers’ target AIP bonus percentages are generally determined in connection with the negotiation of their employment terms upon their hiring or promotion. The target bonus percentages are then reviewed annually by the head of the Company’s human resources department (currently our Executive Vice President, General Counsel & Chief Human Resources Officer) who makes a recommendation to the CEO regarding any percentage adjustments for each officer reporting to the CEO (other than himself, which the CEO determines). This recommendation is based on a review of the same factors he uses in determining base salary adjustments. After reviewing this recommendation, the CEO may make modifications based on his own assessment, and then prepares recommendations for the officers reporting to him. The CEO then makes his recommendations to the Compensation Committee for each officer (other than himself); the Executive Vice President, General Counsel & Chief Human Resources Officer makes a recommendation
RYERSON 2024 Proxy Statement | 40
Executive Compensation
directly to the Compensation Committee regarding the CEO’s percentage, which recommendation is determined in the same manner as his recommendations to the CEO regarding the other officers’ bonus target percentages. The Compensation Committee members then review the target bonus percentage recommendations and, after any adjustments, determine each officer’s target bonus percentage on behalf of the Company, except for the CEO’s bonus targets, which the Compensation Committee recommends to the Board for approval. In determining target bonus percentages for our named executive officers for any particular year, the Committee generally considers the same factors it uses in determining base salary rate adjustments. The Compensation Committee may make the target bonus percentage change effective for the full year or make it effective on some date later in the plan year. If a participant’s target bonus percentage is changed effective during a plan year, then the effective target bonus percentage for the plan year is a weighted average of the two percentages, based on the time during the year that each of the two percentages was in effect unless determined otherwise by the Compensation Committee.
2023 Annual Incentive Plan
In February 2023, the Company’s 2023 annual incentive plan (the “2023 AIP”) was approved by our Compensation Committee. The 2023 AIP bonus targets for our named executive officers are expressed as a percentage of their annual base salary rates in effect on November 30, 2023. Each such target was determined in accordance with the process described above.
In February 2023, the Compensation Committee considered the recommendations of Messrs. Lehner and Silver, the comparable compensation reported in surveys, the Peer Group information and other factors, including the factors it considered in making base salary rate adjustments, and it set the target bonus percentages of the named executive officers as set forth in the below table for the fiscal year 2023 (except for the CEO’s target, which was recommended to and approved by the Board). The target AIP bonus levels were set to reflect the relative responsibility for our performance and to allocate appropriately the total cash opportunity between base salary and incentive-based compensation.
Named Executive Officer |
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2023 target bonus |
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Edward J. Lehner |
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125% |
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James J. Claussen |
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75% |
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Michael J. Burbach |
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75% |
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Mark S. Silver |
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70% |
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John E. Orth |
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65% |
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For the 2023 AIP, it was determined that a combination of earnings before interest, taxes, depreciation, amortization and other adjustments (“Adj. EBITDA, excl. LIFO”), and “economic value added” (“EVA”) should be used as the performance measures for determining the cash AIP bonus payable to our named executive officers. Adj. EBITDA, excl. LIFO and EVA were chosen as the appropriate performance measures to motivate our key executives, including the named executive officers, to both maximize earnings and increase our enterprise value. These performance measures’ thresholds and targets are set such that they exceed fixed cash commitments.
RYERSON 2024 Proxy Statement | 41
Executive Compensation
Adj. EBITDA, excl. LIFO is calculated as our net income excluding interest and other expense on debt, provision for income taxes, depreciation, amortization, reorganization, net last-in first-out inventory expenses or income, asset impairment expenses, and other charges (as reported in the Company’s annual audited financial statements included in the Company’s Form 10-K and other SEC filings).
EVA is the amount by which Adj. EBITDA, excl. LIFO exceeded a carrying cost of capital applied to certain of our assets (“Cost of Capital”). Cost of Capital is equal to our net operating assets (accounts receivable plus average cost inventory plus property, plant & equipment, plus prepaid expenses and other assets, minus accounts payable, minus salaries & wages payable, and minus other current liabilities) (as reported in the Company’s annual audited financial statements included in the Company’s Form 10-K and other SEC filings) multiplied by the “cost of capital rate” of 15%. In summary, EVA is calculated as Adj. EBITDA, excl. LIFO minus the Cost of Capital.
For our named executive officers, 50% of their bonus opportunity for 2023 was based on Company (“corporate”) Adj. EBITDA, excl. LIFO and the remaining 50% was based on corporate EVA for 2023. The targets for each objective considered the lower fixed cash commitments, such as interest and pension expense, which accrued to the benefit of shareholders by way of dividends and share repurchases.
A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is included in Appendix A to this proxy statement.
Actual Payouts under the 2023 AIP
In 2023, the Company’s financial performance met the threshold, but fell below the target payout level under the 2023 AIP for corporate performance, and resulted in the payout of approximately 83% of the target AIP for all named executive officers. Information on the AIP achievement levels of our named executive officers for 2023 AIP purposes and actual 2023 AIP payouts are shown in the tables below.
Performance Criteria (Corporate) |
Threshold |
Target |
Maximum |
2023 |
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Payout |
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2023 EBITDA excl. LIFO |
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Company Group(1) |
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125.0 |
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225.0 |
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325.0 |
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231.1 |
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106.7% |
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2023 EVA |
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Company Group(1) |
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(55.0) |
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5.0 |
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85.0 |
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(18.6) |
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60.7% |
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Named Executive Officer |
Base Salary |
Target 2023 |
Target 2023 |
Actual 2023 |
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Edward J. Lehner |
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$1,200,000 |
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125% |
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$1,500,000 |
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$1,250,480 |
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James J. Claussen |
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$472,500 |
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75% |
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$354,375 |
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$295,426 |
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Michael J. Burbach |
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$494,000 |
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75% |
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$370,500 |
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$308,869 |
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Mark S. Silver |
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$456,750 |
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70% |
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$319,725 |
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$266,540 |
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John E. Orth |
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$360,360 |
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65% |
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$234,234 |
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$195,270 |
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AIP and Discretionary Bonuses
In the beginning of the fiscal year, we establish performance measures for determining the payable AIP bonus. The Compensation Committee and our Board generally view the use of AIP bonuses as an effective means to compensate our
RYERSON 2024 Proxy Statement | 42
Executive Compensation
named executive officers for rewarding performance and achieving our annual financial goals. The Compensation Committee believes that where the performance measure thresholds for AIP payout do not yield bonus payout amounts that appropriately reward the level of achievement of the Company’s fiscal performance goals, it may take into consideration such facts and circumstances, and pay a discretionary bonus in order to reward performance and motivate. The Board approved a one-time discretionary bonus for Mr. Lehner in the amount of $1.2 million on March 6, 2023, to reward Mr. Lehner’s leadership and the Company’s strong financial results in 2021 and 2022. Mr. Lehner will be required to repay 66.67% if he resigns without good reason or his employment is terminated by the Company for “cause” after December 31, 2023, but prior to December 31, 2024, and 33.33% if he resigns without good reason or his employment is terminated by the Company for “cause” after December 31, 2024, but before December 31, 2025. If Mr. Lehner had resigned without good reason or been terminated for cause prior to December 31, 2023, 100% of the bonus would have had to be repaid. The Board believes that providing this bonus, subject to the clawback upon any resignation, assists with retaining Mr. Lehner’s continued service with the Company.
Long-Term Incentive Plan (“LTIP”)
The Compensation Committee expects that the Company will grant equity awards to select employees on an annual basis under an LTIP to serve several compensation objectives. First, the Compensation Committee believes that equity awards, in tandem with our executive stock ownership guidelines described below under “Executive Stock Ownership Guidelines,” on page 50, encourage ownership of our common stock by our executive officers, which aligns the interests of those officers with those of our stockholders. In addition, the vesting provisions applicable to the awards are structured to help retain executive officers and reward the achievement of long-term business objectives that benefit our stockholders. The Compensation Committee believes that performance metrics applicable to long-term incentive awards are particularly critical to encourage forward planning for our success. The Compensation Committee intends to continue to align the metrics for future long-term incentive compensation programs with the Company’s strategic goals as they evolve.
The equity awards are issued under the Company’s Second Amended and Restated Omnibus Incentive Plan, which was approved in its amended and restated form by our stockholders at the Company's 2023 annual meeting (the “Second Amended and Restated Omnibus Plan”). The Second Amended and Restated Omnibus Plan permits the grant of various types of awards which allows the Compensation Committee to choose awards it believes will provide competitive long-term incentive compensation.
The Compensation Committee expects to approve the design of the LTIP annually for the upcoming year and to make LTIP equity awards to named executive officers. Management, including the President & CEO, the CFO and the head of the Company’s human resources department, currently our Executive Vice President, General Counsel & Chief Human Resources Officer, initially discuss and determine the annual LTIP program elements for recommendation to the Compensation Committee. This includes the type of equity award to be granted as well as the aggregate size of the awards for all selected employees. After considering management’s recommendation and other factors, the Compensation Committee then determines the design of the LTIP for the upcoming year, as well as the types and sizes of awards to the named executive officers.
In determining the type and aggregate size of all awards to be provided in general and to the named executive officers, as well as the performance metrics that may apply, the Compensation Committee may consider factors including the strategic goals of the Company, trends in corporate governance, accounting impact, the Company’s aggregate budget for long-term incentive compensation, cash flow, the impact on the Company’s earnings per share and the number of shares of common stock that would be required to be allocated. The Compensation Committee may also consider some or all of the following: the officer’s original terms of hire, performance against annual performance goals and considerations of fairness and comparability within the Company. The Compensation Committee also reviews and may adjust the target long-term incentive award at the time of promotions or other significant increases in executive responsibilities.
RYERSON 2024 Proxy Statement | 43
Executive Compensation
2023 LTIP – Type of Equity Granted and Performance Metrics
In March 2023, the Company granted LTIP awards in the form of RSUs and PSUs to some of its employees, including its named executive officers, as part of its regular grant cycle. No other form of LTIP award was granted.
Each of our named executive officer’s 2023 LTIP award was allocated such that two-thirds of the total number of awards consisted of PSUs and one-third of the total number consisted of RSUs. More PSUs were granted than RSUs in order to place greater emphasis on successful financial performance of the Company. All of the RSU and PSU awards were subject to award agreements and the terms of the Second Amended and Restated Omnibus Plan.
The LTIPs were granted following Ryerson management presenting Peer Group data and other general survey data from CAP regarding long-term incentive awards to the Compensation Committee. This data included information presented by CAP at the December 2022 Compensation Committee meeting regarding award types, mix of awards and award-vesting periods. After consideration of the information presented and the Compensation Committee's recommendations, the Board approved the 2023 LTIP design and the named executive officers’ LTIP awards in February 2023.
Restricted Stock Units (“RSUs”)
An RSU is a right to receive a share of Ryerson common stock (or cash based on the value of a share of stock) on a specified vesting date in the future. The RSUs vest on each of the first three anniversaries of the RSU grant date, provided that the recipient remains employed by the Company through the applicable vesting date (unless otherwise determined by the Compensation Committee).
RSUs granted to our named executive officers accrue dividend equivalents in the event the Company declares a cash dividend on its common stock, but the holders of the RSUs have no other rights as stockholders with respect to the RSUs (e.g., no voting rights). Holders of the RSUs may not sell, assign or otherwise transfer the RSUs, and any unvested RSUs are forfeited if the holder’s employment is terminated for any reason.
Performance Units (“PSUs”)
A PSU is a right to receive a share of Ryerson common stock (or cash based on the value of a share of stock) on a specified vesting date in the future, subject to the level of achievement of predetermined organizational performance goals over a specified period of time. The PSUs awarded under the 2023 LTIP will vest, if at all, on the later to occur of (x) the third anniversary of the PSU grant date, and (y) the date the Compensation Committee certifies the Company’s achievement of applicable performance objectives. Vesting of the PSUs is subject to the recipient remaining employed by the Company through the vesting date (unless otherwise determined by the Compensation Committee), and the portion of the PSUs that vest will depend on the level of the Company’s performance over the three-year period from 2023 through 2025 (the “PSU Performance Period”) against certain performance objectives. The actual number of shares of Ryerson common stock (or cash based on the value of such number of shares) received with respect to a PSU award might not equal the targeted number of shares, depending on the Company’s performance. The three-year performance period was chosen to emphasize the importance of achieving longer-term goals in creating value for stockholders, and to diminish the effect of short-term macroeconomic volatility on achievement of longer-term objectives of the 2023 LTIP.
RYERSON 2024 Proxy Statement | 44
Executive Compensation
PSUs granted to our named executive officers under the 2023 LTIP do not provide the holder with any rights as stockholders with respect to the PSUs (e.g., no voting rights) and do not accrue any dividend equivalent rights. Holders of the PSUs may not sell, assign or otherwise transfer the PSUs, and any unvested PSUs are forfeited if the holder’s employment is terminated for any reason (unless otherwise determined by the Compensation Committee).
PSU Performance Objectives
Payment under the PSUs granted to our named executive officers under the 2023 LTIP is subject to the achievement of the following two PSU performance objectives: (i) a “Cumulative Adjusted EBITDA” performance objective, and (ii) a “Cumulative Managerial Controllable Free Cash Flow” performance objective.
For these purposes, “Cumulative Adjusted EBITDA” means the sum of Adjusted EBITDA and net last-in first-out inventory expense or income (as reported in the Company’s SEC filings for the applicable period) over the entire PSU Performance Period. In addition, for these purposes, “Cumulative Managerial Controllable Free Cash Flow” means the sum of Adjusted EBITDA, net last-in first-out inventory expense or income (as reported in the Company’s SEC filings for the applicable period), plus or minus changes in the Consolidated Statements of Cash Flows for inventory, accounts receivable, accounts payable, capital expenditures and proceeds from asset sales, for the PSU Performance Period (as reported in the Company’s Forms 10-K) combined. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is included in Appendix A to this proxy statement.
Determining PSUs Earned and Award Range
The actual number of PSUs granted to our named executive officers under the 2023 LTIP that are earned, if any, will be based on the Company’s achievement of the two performance objectives, Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow measured in total during the PSU Performance Period against established targets for each objective, each as set forth below. The performance objectives are weighted 50% each such that half of the PSUs granted vest based on achievement of the Cumulative Adjusted EBITDA metric and half based on achievement of the Cumulative Managerial Controllable Free Cash Flow metric. The performance objectives provide that vesting of its respective 50% of the total PSU award is subject to the Company achieving an amount equal to or greater than a specified threshold dollar amount for such performance objective for the Performance Period. If a performance objective is achieved at threshold but not exceeded, half of the PSUs relating to that performance objective will vest. If the target for a performance objective is achieved or exceeded, 100% of the PSUs relating to that performance objective will vest. If an amount in between the threshold and target dollar amount for a performance objective is achieved, the vesting percentage will be interpolated on a straight-line basis. If performance for either objective is below the applicable threshold, none of the corresponding PSUs will be earned.
Performance Criteria |
|
Threshold |
|
Target |
||
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|
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|
|
|
Cumulative Adjusted EBITDA (50%)(3) |
|
$575.0M |
|
|
$750.0M |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Managerial Controllable Free Cash Flow (50%) |
|
$450.0M |
|
|
$625.0M |
|
|
|
|
|
|
|
|
RYERSON 2024 Proxy Statement | 45
Executive Compensation
The level of difficulty of attaining the Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow performance objectives is moderate, based on projected results over the performance period. When granted, the company expects that performance results will be in the range between threshold and target levels.
PSU Achievement for 2023
The PSUs granted on March 31, 2021 to certain employees, including the named executive officers, were originally awarded with vesting based on the achievement of Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow in the three-year performance period beginning on January 1, 2021 and ending December 31, 2023. On February 15, 2024, the Board certified that the Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow goals for such performance period had been achieved at target level. Accordingly, the PSUs granted on March 31, 2021 will fully vest on March 31, 2024, subject to the recipient remaining employed by the Company through the vesting date. For additional detail on the RSUs and PSUs (both performance-based and service-based) held by our named executive officers, see the “Outstanding Equity Awards at Fiscal Year-End Table” below.
Nonqualified Stock Options (“NSOs”)
In addition to RSUs and awards granted during the Company’s regular grant cycle, the Company may also grant NSOs.
NSOs granted to our named executive officers under the LTIP do not provide the holder with any rights a stockholder with respect to the NSOs (e.g., no voting rights) and do not accrue any dividend equivalent rights. Holders of the NSOs may not sell, assign or otherwise transfer the NSOs, and any unvested NSOs are forfeited if the holder’s employment is terminated for any reason (unless otherwise determined by the Compensation Committee). NSOs that are not exercised within the exercise period are also forfeited.
NSOs Performance Objectives
In February 2021 the Compensation Committee recommended to the Board, and the Board approved, a special LTIP grant of NSOs (the "2021 NSOs") in the form of performance-vesting stock options to the Company’s key employees, including each of its named executive officers, who received 7,500 such options (other than our CEO, Mr. Lehner, who received 12,500).
These NSOs have vested or will vest, if at all, in specific increments on each of the first four anniversaries of the grant date if the average closing price of the Ryerson stock is equal to or exceeds the target price during any consecutive forty-five day window during the corresponding year based on schedule below. Any NSOs that do not vest on its vesting date remain eligible to vest on the fifth anniversary of the grant date if the average closing price of the Ryerson stock is equal to or exceeds the target price during any consecutive forty-five day window during the corresponding year. In all events, the vesting of the NSOs is subject to the holder’s continued employment with the Company through the applicable vesting date. The 2021 NSOs give our employees the right, following vesting and within a designated timeframe, to exercise the vested NSOs into Company common stock at a preset exercise price per share. The exercise price for the 2021 NSOs is $16.50, which exercise price was set based on the Company’s average share closing price over the five business days preceding the grant date of March 31, 2021.
The first and second tranche of the 2021 NSO grants, representing a total of 30% of the overall grant, have already vested. The third tranche, representing 30% of the overall grant, will vest on March 31, 2024. The remaining fourth tranche, representing 40% of the overall grant, is eligible to vest on the fourth anniversary of the grant date. If the fourth tranche does not vest on its initial vesting date, it remains eligible to vest on the fifth anniversary of the grant date.
RYERSON 2024 Proxy Statement | 46
Executive Compensation
Year(1) |
|
Target Price |
|
Annual Vesting(1) |
Vesting Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
$18.15 |
(2) |
|
10% |
April 1, 2021 – March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
$19.96 |
(3) |
|
20% |
April 1, 2022 – March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
$21.96 |
(4) |
|
30% |
April 1, 2023 – March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
$24.15 |
|
|
40% |
April 1, 2024 – March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
$26.57 |
|
|
- |
April 1, 2025 – March 31, 2026 |
|
|
|
|
|
|
|
Named Executive Officer 2023 LTIP Awards
In February 2023, after review of management’s recommendations regarding the type and size of 2023 LTIP awards to the named executive officers, the Board awarded the named executive officers the following 2023 LTIP awards, which were granted in March 2023:
Named Executive Officer |
|
PSUs |
|
RSUs |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Lehner |
|
73,700 |
|
|
36,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
|
23,450 |
|
|
11,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
23,450 |
|
|
11,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark S. Silver |
|
16,750 |
|
|
8,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Orth |
|
11,725 |
|
|
5,775 |
|
|
|
|
|
|
|
|
The Board approved the 2023 LTIP awards to the named executive officers after considering Peer Group data, comparable compensation data obtained from surveys, the officers’ positions and shares available for allocation under the Second Amended and Restated Omnibus Plan.
Additional information regarding the 2023 LTIP equity awards granted to our named executive officers, including the threshold and target award amounts for the PSUs, is included in the table below under “Grants of Plan-Based Awards,” on page 52.
RYERSON 2024 Proxy Statement | 47
Executive Compensation
Retirement Benefits
Qualified Savings Plans
Our tax-qualified employee savings and retirement plan (the “401(k) Plan”) covers certain full- and part-time non-union employees, including our named executive officers. Under the 401(k) Plan, employees may elect to reduce their current compensation up to the statutorily prescribed annual limits and have the amount of such reduction contributed to the 401(k) Plan. Our Board believes that the 401(k) Plan provides an important and highly valued means for employees to save for retirement.
All of our named executive officers participated in the 401(k) Plan on the same basis as our other employees in 2023. From January 1, 2023, through December 31, 2023, under this plan, we matched 100% of the first 4% of each employee’s contributed base salary and 50% of the contributions from 4% to 6% of the employee’s contributed base salary.
Nonqualified Savings Plan
We also maintain a nonqualified savings plan, which is an unfunded, nonqualified plan that allows a select group of management and highly compensated employees who make the maximum annual contributions allowed by applicable law to the 401(k) Plan to make additional deferrals in excess of the statutory limits. Under this plan, participants may contribute from 1% to 10% of their base salary. Just as we do for the 401(k) Plan, under this plan we match 100% of the first 4% of each participant’s contributed base salary contributed and 50% of the contributions from 4% to 6% of the participant’s contributed base salary. Our named executive officers will be entitled to the vested balance of their respective accounts when they retire or otherwise terminate employment. Participants are generally permitted to choose whether the benefits paid following their retirement will be paid in a lump sum or installments, with all amounts to be paid by the end of the calendar year in which the employee reaches age 75. For participants terminating employment for reasons other than retirement, the account balance is payable in a lump sum by no later than 60 days after the one-year anniversary of the termination of employment. None of our named executive officers made contributions to the nonqualified savings plan during 2023. Our nonqualified savings plan allows deferred amounts to be notionally invested in the Managed Income Portfolio Fund II (or any successor fund) that is available to the participants in our 401(k) Plan.
Our Board believes that our nonqualified savings plan provides an enhanced opportunity for our eligible employees, including our named executive officers, to plan for and meet their retirement savings needs. In 2023, none of our named executive officers contributed to the nonqualified savings plan and we did not make any contributions to it on behalf of any of them. As of December 31, 2023, Mr. Burbach had an aggregate account balance under the nonqualified savings plan, equal to $12,350.
Qualified Pension Plan
The Company currently sponsors the Ryerson Pension Plan, a qualified defined benefit pension plan. Of our named executive officers, only Mr. Burbach was eligible to participate in the Ryerson Pension Plan. Mr. Burbach was eligible to participate in the Ryerson Pension Plan under the Ryerson Pension Plan Supplement for Former Participants in the Integris Metals, Inc. Pension Plan, which was frozen as of December 31, 2005, and under which full pension benefits are payable to eligible employees who, as of the date of separation from employment, are at least age 62 with 10 years of vesting service. Reduced benefits are payable to eligible employees who, as of the date of separation from employment, are at least age 55 but less than age 62 with 10 years of vesting service. Accrued benefits are reduced by 7% for each year benefits commencement precedes age 62. Under this supplement, in general, benefits for eligible employees are based on two factors: (i) years of benefit service prior to the December 31, 2005 freeze date of this supplement, and (ii) the average annual earnings in the highest five consecutive paid calendar years during the ten-year period prior to December 31, 2005.
RYERSON 2024 Proxy Statement | 48
Executive Compensation
Supplemental Pension Plan
We also sponsor the Integris Metals, Inc. Excess Retirement Benefit Plan, a nonqualified supplemental pension plan. This plan was frozen as of December 31, 2005. The Code imposes annual limits on contributions to and benefits payable from our qualified pension plan. The Integris Metals, Inc. Excess Retirement Benefit Plan provides benefits to highly compensated employees (including our named executive officers) in excess of the limits imposed by the Code. Mr. Burbach is eligible for the Integris Excess Benefit Retirement Plan. Under this plan, payments are made on a monthly basis following retirement, along with the qualified plan monthly payments. The amount of benefit payable is an amount equal to the excess of the amount of pension plan benefit to which he would be entitled if such benefit were computed without giving any effect to the limitations imposed from time to time by Sections 401(a)(17) and 415 of the Code, less the amount of the qualified pension plan benefit to which he is entitled. Participants are fully vested in this supplemental plan after the earlier of attaining (i) age 65, or (ii) five years of vesting service, as defined in the qualified pension plan. If a participant’s termination occurs for reasons of cause, the participant’s or beneficiary’s supplemental benefit from this plan is permanently forfeited.
Mr. Burbach’s combined frozen pension benefit from these pension plans is approximately $74,949 annually upon his retirement upon reaching retirement age under the plans, which is 62 years. These plans are described in further detail below under “Pension Benefits,” on page 58.
Perquisites and Other Benefits
All of our named executive officers were eligible for coverage under our health insurance programs, as well as group life insurance, short-term disability and long-term disability benefits, on the same terms as our other employees. Additionally, Mr. Claussen maintained a corporate apartment in Chicago through June 2023, which rent the Company reimbursed in an amount equal to $16,888 under Mr. Claussen’s amended and restated employment agreement. Mr. Claussen's employment agreement is described in more detail under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards - Employment Agreements,” below on page 53.
Employment Agreements
Our Compensation Committee believes that employment agreements with our named executive officers are valuable tools to both enhance our efforts to retain these executives and protect our competitive and confidential information. We are party to agreements with each of our named executive officers that govern their employment with the Company. The Employment Agreements with our named executive officers are described in more detail under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards - Employment Agreements,” below on page 59. The estimates of the value of the benefits potentially payable under these agreements (if any) upon certain terminations of employment or change of control are included under “Potential Payments Upon Termination or Change in Control,” below on page 59.
Compensation Risk Management
The Company’s management conducts a risk-assessment annually related to the Company’s compensation programs and presents to the Compensation Committee its assessment of the related risks. The Company’s assessment in 2023 included a review and assessment of risks related to Company’s AIP and LTIP discussed in this proxy statement, including an analysis of the mix of fixed and at-risk compensation based on each position’s level of accountability and its impact on financial results, as well as sales incentive plans applicable to the Company’s sales employees. We have reviewed our compensation policies and practices and have determined that those policies and practices are not reasonably likely to have a material adverse effect on the Company.
RYERSON 2024 Proxy Statement | 49
Executive Compensation
Tax Considerations and Deductibility of Compensation
In general, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally denies a publicly held corporation a deduction for federal income purposes for compensation in excess of $1 million per year paid to certain “covered employees.” The Compensation Committee may, from time to time, design programs that are intended to further our success, including by enabling us to continue to attract, retain, reward and motivate highly-qualified executives that may not be deductible as a result of the limitations on deductibility under Section 162(m) of the Code.
Executive Stock Ownership Guidelines
In December 2023, our Board updated our stock ownership guidelines for our executive officers, including our named executive officers. The guidelines are intended to increase the stake these officers hold in the Company and to more closely align their long-term financial interests with those of our stockholders and to help mitigate potential risk-taking behaviors (such as focusing on short-term gains at the expense of long-term value). The guidelines provide that officers meet the following stock ownership requirements:
Our current executive officers have five years to achieve the above ownership requirements from the date the ownership guidelines were adopted. Newly hired and promoted executive officers will have five years from the date they are appointed to achieve their ownership requirements. Shares of common stock, unvested RSUs and restricted stock, vested RSUs, and earned PSUs are included in the calculation of stock ownership levels. All our executives were in compliance with the guidelines at the end of December 31, 2023.
Prohibition on Speculative Stock Transactions
The Company considers it improper and inappropriate for our employees, officers and directors to engage in speculative transactions in Ryerson securities. We have an insider trading policy that governs the purchase, sale and other dispositions of our securities by our directors, officers, and employees, and by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards.
Clawback Policy
We adopted a clawback policy as required by the final Dodd-Frank Rules and NYSE exchange listing standards. In accordance with the applicable rules, in connection with an accounting restatement our policy requires recoupment of certain erroneously awarded incentive compensation paid to our executive officers if the amounts paid were based on a financial reporting measure and the executive officer received more incentive compensation during the three completed fiscal years preceding the date of the accounting restatement than they would have received had such compensation been determined based on the restated amounts, without regard to any fault or misconduct.
Recommendation
As set forth in the “Compensation Committee Report” above on page 31, the committee has reviewed this Compensation Discussion and Analysis and recommended its inclusion in this proxy statement.
RYERSON 2024 Proxy Statement | 50
Compensation Tables
Compensation Tables
|
|
The following table presents compensation information for Mr. Lehner, President & CEO; Mr. Claussen, EVP and CFO; and Messrs. Burbach, Orth and Silver, our three next most highly compensated executive officers serving on December 31, 2023.
Summary Compensation Table
For Fiscal Year Ended December 31, 2023
Name and Principal |
|
Year |
|
Salary |
|
Bonus |
|
Stock |
|
Option |
|
Non-Equity |
|
Change in |
|
All Other |
|
Total |
|||||||
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Lehner |
|
2023 |
|
1,150,000 |
|
— |
|
|
4,001,800 |
|
|
— |
|
|
1,250,480 |
|
|
— |
|
|
73,968 |
|
|
6,476,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
President & CEO |
|
2022 |
|
1,037,500 |
|
1,200,000 |
|
|
3,852,200 |
|
|
— |
|
|
2,750,000 |
|
|
— |
|
|
58,412 |
|
|
8,898,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
937,500 |
|
— |
|
|
1,789,200 |
|
|
135,750 |
|
|
2,437,500 |
|
|
— |
|
|
19,504 |
|
|
5,319,454 |
|
|
|
|
|
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|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
|
2023 |
|
461,250 |
|
— |
|
|
1,273,300 |
|
|
— |
|
|
295,426 |
|
|
— |
|
|
50,897 |
|
|
2,080,873 |
|
|
|
|
|
|
|
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|
EVP & CFO(7) |
|
2022 |
|
437,500 |
|
— |
|
|
1,225,700 |
|
|
— |
|
|
675,000 |
|
|
— |
|
|
52,922 |
|
|
2,391,122 |
|
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|
|
|
|
|
|
|
|
|
|
|
2021 |
|
420,682 |
|
— |
|
|
596,400 |
|
|
81,450 |
|
|
631,126 |
|
|
— |
|
|
38,894 |
|
|
1,768,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
2023 |
|
484,500 |
|
— |
|
|
1,273,300 |
|
|
— |
|
|
308,869 |
|
|
3,512 |
|
|
38,600 |
|
|
2,108,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COO(8) |
|
2022 |
|
462,500 |
|
— |
|
|
1,225,700 |
|
|
— |
|
|
712,500 |
|
|
— |
|
|
32,054 |
|
|
2,432,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
444,483 |
|
— |
|
|
596,400 |
|
|
81,450 |
|
|
675,000 |
|
|
17,539 |
|
|
19,382 |
|
|
1,834,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark S. Silver |
|
2023 |
|
445,875 |
|
— |
|
|
909,500 |
|
|
— |
|
|
266,540 |
|
|
— |
|
|
29,573 |
|
|
1,651,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EVP, General Counsel & |
|
2022 |
|
423,800 |
|
— |
|
|
787,950 |
|
|
— |
|
|
609,000 |
|
|
— |
|
|
24,986 |
|
|
1,845,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Human Resources Officer |
|
2021 |
|
393,850 |
|
— |
|
|
383,400 |
|
|
81,450 |
|
|
577,640 |
|
|
— |
|
|
15,986 |
|
|
1,452,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Orth |
|
2023 |
|
353,430 |
|
— |
|
|
636,650 |
|
|
— |
|
|
195,270 |
|
|
— |
|
|
25,712 |
|
|
1,211,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EVP, Operations |
|
2022 |
|
330,750 |
|
— |
|
|
525,300 |
|
|
— |
|
|
450,450 |
|
|
— |
|
|
22,564 |
|
|
1,329,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
301,875 |
|
— |
|
|
255,600 |
|
|
81,450 |
|
|
378,000 |
|
|
— |
|
|
16,026 |
|
|
1,032,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RYERSON 2024 Proxy Statement | 51
Compensation Tables
Grants of Plan-Based Awards
The table below presents the potential payouts under the RSUs and PSUs awarded February 2023, and the 2023 AIP for the Fiscal Year Ended December 31, 2023.
|
|
|
|
|
|
|
|
Estimated Future Payouts Under |
|
Estimated Future Payouts Under |
|
All Other |
|
Grant Date |
||||||||||||||||
Name |
|
Plan |
|
Grant |
|
Date of |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Stock or |
|
Option |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Lehner |
|
2023 AIP(2) |
|
|
|
|
|
375,000 |
|
|
1,500,000 |
|
|
3,000,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP RSU(1)(4) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
36,300 |
|
|
1,320,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP PSU(1)(3) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
36,850 |
|
|
73,700 |
|
|
— |
|
|
— |
|
|
2,681,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
|
2023 AIP(2) |
|
|
|
|
|
84,375 |
|
|
337,500 |
|
|
675,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP RSU(1)(4) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11,550 |
|
|
420,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP PSU(1)(3) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
11,725 |
|
|
23,450 |
|
|
— |
|
|
— |
|
|
853,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
2023 AIP(2) |
|
|
|
|
|
92,625 |
|
|
370,500 |
|
|
741,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP RSU(1)(4) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11,550 |
|
|
420,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP PSU(1)(3) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
11,725 |
|
|
23,450 |
|
|
— |
|
|
— |
|
|
853,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark S. Silver |
|
2023 AIP(2) |
|
|
|
|
|
79,931 |
|
|
319,725 |
|
|
639,450 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP RSU(1)(4) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,250 |
|
|
300,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP PSU(1)(3) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
8,375 |
|
|
16,750 |
|
|
— |
|
|
— |
|
|
609,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Orth |
|
2023 AIP(2) |
|
|
|
|
|
58,559 |
|
|
234,234 |
|
|
468,468 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP RSU(1)(4) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,775 |
|
|
210,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 LTIP PSU(1)(3) |
|
3/31/23 |
|
2/15/23 |
|
— |
|
|
— |
|
|
— |
|
|
5,862 |
|
|
11,725 |
|
|
— |
|
|
— |
|
|
426,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RYERSON 2024 Proxy Statement | 52
Compensation Tables
Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards
In 2023, each of our named executive officers was a participant in the 2023 LTIP and the 2023 AIP. For additional information on the 2023 LTIP, please see “Long-Term Incentive Plan (“LTIP”),” above on page 43, for additional information on the 2023 AIP, please see “2023 Annual Incentive Plan,” above on page 41.
Employment Agreements
Mr. Lehner
Mr. Lehner’s Employment Agreement and Non-Competition Agreement
The Company and Mr. Lehner entered into an employment agreement for Mr. Lehner pursuant to which he serves as our President & CEO. Mr. Lehner’s Employment Agreement provides for at-will employment, payment of a base salary, a target annual bonus opportunity equal to a certain percentage of Mr. Lehner’s base salary based on the achievement of targets established pursuant to the AIP, and four weeks of paid vacation. It provided for an initial long-term incentive award grant of performance share units and time-vesting restricted stock units. The Board subsequently has increased Mr. Lehner’s annual base salary, increased the target annual bonus opportunity, and awarded additional grants of performance share units and time-vesting restricted stock units.
In connection with the execution of Mr. Lehner’s Employment Agreement, Mr. Lehner and the Company also entered into a confidentiality, non-competition and non-solicitation agreement (“Non-Competition Agreement”) effective on the date of his appointment as our President & CEO. Its confidentiality provisions require Mr. Lehner to keep confidential and not disclose confidential information relating to the Company, its subsidiaries and affiliates, its customers and/or vendors and suppliers. Under the agreement’s non-competition and non-solicitation provisions, during Mr. Lehner’s employment and for a period of 18 months after the termination of his employment for any reason, Mr. Lehner may not (a) own, operate, manage, control, participate, consult with, advise or have any financial interest in any a person or entity engaged in the metal service center processing and/or distribution business, (b) engage in the start-up of a business in competition with the Company’s business, (c) call upon, solicit business from or sell any products sold or distributed by the Company to any customer or prospective customer of the Company with whom employees of the Company had contact during Mr. Lehner’s employment with the Company, (d) encourage any employees of the Company to seek or accept an employment or business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any of its employees, or (e) encourage any supplier, distributor, franchisee, licensee or other business relation of the Company to cease or curtail doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company.
The Non-Competition Agreement also contains provisions regarding Mr. Lehner’s rights and payments owed to him upon his termination. In the event that Mr. Lehner’s employment is terminated by the Company without “cause” or by him for “good reason” (each as defined in the Non-Competition Agreement), he will, subject to his execution of a release in favor of the Company and certain other conditions, be entitled to an amount equal to eighteen months of his then current base salary and subsidized COBRA continuation of his medical and dental benefits coverage.
Messrs. Burbach and Claussen
We entered into an employment agreement with Mr. Burbach in September 2005. The employment agreement has remained in effect since that time, although provisions regarding compensation items such as annual base salary, target annual bonus opportunity as a percentage of salary and other compensation elements have been modified. The ongoing terms of Mr. Burbach’s employment is substantially the same and is described below. We amended and restated Mr. Claussen’s employment agreement upon his appointment as EVP & CFO of the Company in January 2021.
RYERSON 2024 Proxy Statement | 53
Compensation Tables
Each employment agreement provides that the Company and the officer may each terminate the agreement for any or no reason on 30 days’ prior notice. In the event that the officer’s employment is terminated by us without “cause” or by the executive for “good reason” (each as defined in the applicable employment agreement), the executive will be entitled to continue to receive the executive’s base salary, payable in installments in accordance with normal payroll practices and continued medical and dental benefits at active employee rates for the period commencing on the executive’s termination date and ending on the earlier of (i) the twelfth month after the termination date, (ii) the date the executive violates or initiates any legal challenge to certain provisions of the agreement including confidentiality, non-compete and non-solicitation obligations imposed by the employment agreement, or (iii) the date of the executive’s death or the date the executive is determined to be eligible for benefits under our long-term disability plan. Additionally, the officer would also receive a payment equal to the average of the Annual Incentive Plan awards paid to the executive in the three years immediately preceding the executive’s termination date, payable in the first quarter of the year following the year of the executive’s termination. Further, the executive may be eligible for a pro-rated portion of the Annual Incentive Plan award for the year of the executive’s termination, based on the number of months during that year that elapsed prior to the executive’s termination date, and depending on the Company’s attainment of the applicable performance measures for that year, which pro-rated amount would be payable in the first quarter of the year following the year of the executive’s termination.
Each employment agreement contains confidentiality, non-compete and non-solicitation provisions. The confidentiality provisions require the officer to keep confidential and not disclose confidential information relating to the Company, its subsidiaries and affiliates, its customers and/or vendors and suppliers. Under the non-solicitation and non-competition provisions, beginning on the date of the employment agreement and ending twelve months after the executive’s employment termination date, the officer may not (a) own, operate, manage, control, participate, consult with, advise or have any financial interest in (including as a stockholder, agent, director, officer, employee or consultant or contractor) any competitor (as defined below), or in any manner engage in the start-up of a business in competition with the Company’s business (subject to an exception permitting the officer’s ownership of one percent or less of the outstanding stock of certain publicly-listed corporations), (b) call upon, solicit business from or sell any products sold or distributed by the Company to any customer or prospective customer of the Company with whom employees of the Company had contact during the executive’s employment with the Company, (c) encourage any employees of the Company to seek or accept an employment or business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any of its employees, or (d) encourage any supplier, distributor, franchisee, licensee, or other business relation of the Company to cease or curtail doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company. A “competitor” under each of Messrs. Burbach’s and Claussen’s employment agreements refers to a person or entity, including metals-related Internet marketplaces, engaged in the metal service center processing and/or distribution business.
Mr. Silver
In January 2013, we entered into an employment agreement with Mr. Silver in connection with his initial employment as Vice President and Managing Counsel. The agreement has remained in effect since that time, although provisions regarding position title, and duties and compensation provisions such as annual base salary and other compensation items have been modified. The agreement provides that either Mr. Silver or the Company may terminate his employment at any time, with or without cause. In the event his employment is terminated by the Company without cause, Mr. Silver will be entitled to (i) 12 months of medical and dental benefits continuation subsidized at the active employee rate, and (ii) continue to receive his base salary for fifty-two weeks, payable in installments in accordance with normal payroll practices, provided that he executes a mutual release acceptable to both the Company and Mr. Silver through which he will release the Company and its affiliates from any and all claims and the Company and its affiliates will release him from any and all claims, and a non-compete agreement which shall limit him from competing with the Company during the fifty-two week severance period, to the extent allowed by applicable law.
RYERSON 2024 Proxy Statement | 54
Compensation Tables
Mr. Orth
In December 2017, we entered into an employment agreement with Mr. Orth in connection with his initial employment as Senior Vice President - Operations. The agreement has remained in effect since that time, although provisions regarding position title, and duties and compensation provisions such as annual base salary and other compensation items have been modified. The agreement provides that either Mr. Orth or the Company may terminate his employment at any time, with or without “cause” (as defined in the employment agreement). In the event his employment is terminated by the Company without cause, Mr. Orth will be entitled to continue to receive his base salary, payable in installments in accordance with normal payroll practices, for the period commencing on the executive’s termination date and ending on the earlier of (i) 52 weeks after the termination date and (ii) the date Mr. Orth secures employment, either as an employee or an independent contractor, with Platinum Equity LLC or one of its affiliates, provided that he executes a mutual release acceptable to both the Company and Mr. Orth through which he will release the Company and its affiliates from any and all claims and the Company and its affiliates will release him from any and all claims, and a non-compete agreement which shall limit him from competing with the Company during the 52 week severance period, to the extent allowed by applicable law.
RYERSON 2024 Proxy Statement | 55
Compensation Tables
Outstanding Equity Awards at Fiscal Year-End
The table below shows the outstanding equity awards for each named executive officer on December 31, 2023.
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
||||||||||||||||||||||
Name |
|
Plan |
|
Grant Date |
|
Number of |
|
Number of |
|
Equity incentive |
|
Option |
|
Option |
|
Number of |
|
Market Value |
|
Equity Incentive |
|
Equity Incentive |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Lehner |
|
2021 RSU Award(3) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,550 |
|
|
400,554 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 PSU Award(4)(5) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,350 |
|
|
2,439,738 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 RSU Award(3) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,200 |
|
|
839,256 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 PSU Award(4)(6) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
73,700 |
|
|
2,555,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 RSU Award(3) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,300 |
|
|
1,258,884 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 PSU Award(4)(7) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
73,700 |
|
|
2,555,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 NSO Award(8) |
|
3/31/2021 |
|
3,750 |
|
|
3,750 |
|
|
5,000 |
|
|
16.50 |
|
|
3/31/2031 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
|
2021 RSU Award(3) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,850 |
|
|
133,518 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
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|
|
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 PSU Award(4)(5) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,450 |
|
|
813,246 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 RSU Award(3) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,700 |
|
|
267,036 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 PSU Award(4)(6) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
23,450 |
|
|
709,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 RSU Award(3) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,550 |
|
|
400,554 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 PSU Award(4)(7) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
23,450 |
|
|
709,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 NSO Award(8) |
|
3/31/2021 |
|
2,250 |
|
|
2,250 |
|
|
3,000 |
|
|
16.50 |
|
|
3/31/2031 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
2021 RSU Award(3) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,850 |
|
|
133,518 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 PSU Award(4)(5) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,450 |
|
|
813,246 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 RSU Award(3) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,700 |
|
|
267,036 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 PSU Award(4)(6) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
23,450 |
|
|
709,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 RSU Award(3) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,550 |
|
|
400,554 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 PSU Award(4)(7) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
23,450 |
|
|
709,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 NSO Award(8) |
|
3/31/2021 |
|
2,250 |
|
|
2,250 |
|
|
3,000 |
|
|
16.50 |
|
|
3/31/2031 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark S. Silver |
|
2021 RSU Award(3) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,475 |
|
|
85,833 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 PSU Award(4)(5) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,075 |
|
|
522,801 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 RSU Award(3) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,950 |
|
|
171,666 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 PSU Award(4)(6) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
15,075 |
|
|
522,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 RSU Award(3) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,250 |
|
|
286,110 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 PSU Award(4)(7) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
16,750 |
|
|
580,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 NSO Award(8) |
|
3/31/2021 |
|
2,250 |
|
|
2,250 |
|
|
3,000 |
|
|
16.50 |
|
|
3/31/2031 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Orth |
|
2021 RSU Award(3) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,650 |
|
|
57,222 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 PSU Award(4)(5) |
|
3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,050 |
|
|
348,534 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 RSU Award(3) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,300 |
|
|
114,444 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 PSU Award(4)(6) |
|
3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
10,050 |
|
|
348,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 RSU Award(3) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,775 |
|
|
200,277 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 PSU Award(4)(7) |
|
3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
11,725 |
|
|
406,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 NSO Award(8) |
|
3/31/2021 |
|
2,250 |
|
|
2,250 |
|
|
3,000 |
|
|
16.50 |
|
|
3/31/2031 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RYERSON 2024 Proxy Statement | 56
Compensation Tables
Performance |
|
Threshold |
|
Target |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Adjusted EBITDA (50%) |
|
$500.0M |
|
$650.0M |
|
|
|
|
|
|
|
|
|
|
Cumulative Managerial Controllable Free Cash Flow (50%) |
|
$300.0M |
|
$425.0M |
|
|
|
|
|
On February 15, 2024, our Board certified that the Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow for the three-year performance period commencing January 1, 2021 had been achieved at target.
Performance |
|
Threshold |
|
Target |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Adjusted EBITDA (50%) |
|
$650.0M |
|
$825.0M |
|
|
|
|
|
|
|
|
|
|
Cumulative Managerial Controllable Free Cash Flow (50%) |
|
$425.0M |
|
$575.0M |
|
|
|
|
|
Performance |
|
Threshold |
|
Target |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Adjusted EBITDA (50%) |
|
$575.0M |
|
$750.0M |
|
|
|
|
|
|
|
|
|
|
Cumulative Managerial Controllable Free Cash Flow (50%) |
|
$450.0M |
|
$625.0M |
|
|
|
|
|
RYERSON 2024 Proxy Statement | 57
Compensation Tables
2023 Option Exercises and Stock Vested
The following table presents, for each of the named executive officers, the number of shares of our common stock acquired and the value realized upon the exercise of any stock options and the vesting and settlement of RSUs and PSUs during 2023. Stock awards vested in 2023 are comprised of RSUs and PSUs granted under the LTIP for the fiscal years 2020, 2021, and 2022.
|
Option Awards |
|
Stock Awards |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Number of |
|
Value Realized |
|
|
Number of |
|
Value Realized |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Lehner |
|
— |
|
|
— |
|
|
|
106,513 |
|
|
$3,874,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
|
— |
|
|
— |
|
|
|
14,617 |
|
|
$531,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
— |
|
|
— |
|
|
|
27,482 |
|
|
$999,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark S. Silver |
|
— |
|
|
— |
|
|
|
22,703 |
|
|
$825,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Orth |
|
— |
|
|
— |
|
|
|
11,217 |
|
|
$408,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
The following table reflects the pension benefits of Mr. Burbach.
Name |
|
Plan Name |
|
Number of |
|
Present |
|
Payments |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
Ryerson Pension Plan |
|
21.67 |
|
|
$814,949 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integris Metals, Inc. |
|
21.67 |
|
|
$144,955 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Of our named executive officers, only Mr. Burbach was eligible to participate in the Ryerson Pension Plan and the Integris Metals, Inc. Excess Retirement Benefit Plan, in each case, by virtue of his service with the Company prior to the applicable plan supplements being frozen. Our named executive officers no longer accrue any benefit under these plans. For additional information regarding their participation, see “Qualified Pension Plan,” and “Supplemental Pension Plan” above starting on page 48.
RYERSON 2024 Proxy Statement | 58
Compensation Tables
Nonqualified Savings Benefits
The following table reflects information regarding our named executive officers’ participation in our nonqualified savings plan.
Name |
|
Executive |
|
Registrant |
|
Aggregate |
|
Aggregate |
|
Aggregate |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
— |
|
|
— |
|
|
$250 |
|
|
— |
|
|
$12,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
|
— |
|
|
— |
|
|
$18 |
|
|
— |
|
|
$877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of our named executive officers, only Messrs. Burbach and Claussen participated in our nonqualified savings plan. For additional information regarding their participation, see “Nonqualified Savings Plan” above on page 48.
Potential Payments Upon Termination or Change in Control
Each of our named executive officers has entered into employment agreements, the material terms of which have been summarized under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards,” above on page 53. Upon certain terminations of employment, our named executive officers (employed as of December 31, 2023) are entitled to payments of compensation and certain benefits. The table below reflects the amount of compensation and benefits payable to each named executive officer who was employed as of December 31, 2023 in the event of (i) termination other than with respect to each of Messrs, Lehner, Claussen and Burbach for “cause” or termination with “good reason” (“involuntary termination”), or (ii) termination by reason of an executive’s death or disability. The amounts shown assume that the applicable triggering event occurred on December 31, 2023, and therefore, are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event. Note that all unvested RSUs, PSUs and NSOs are forfeited upon termination for any reason unless otherwise determined by the Compensation Committee. In addition to the amounts reflected below, Mr. Burbach would also be eligible to receive amounts in connection with his termination, based on participation in the Company’s pension plans and nonqualified savings plan, which are further described above under “Pension Benefits,” above, and under “Nonqualified Savings Benefits,” on page 59.
RYERSON 2024 Proxy Statement | 59
Compensation Tables
Since the Compensation Committee has discretion as to whether or not to accelerate the vesting of unvested equity awards granted under the Second Amended and Restated Omnibus Plan upon a change in control of the Company, the financial effect of such event has not been included in this table.
Name |
|
|
|
Severance |
|
Annual |
|
3-Year AIP |
|
Benefits |
|
Total |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Lehner |
|
Involuntary |
|
1,800,000 |
|
|
1,250,480 |
|
|
— |
|
|
27,301 |
|
|
3,077,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
92,308 |
|
|
1,250,480 |
|
|
— |
|
|
— |
|
|
1,342,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
|
Involuntary |
|
472,500 |
|
|
295,426 |
|
|
533,851 |
|
|
18,201 |
|
|
1,319,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
36,346 |
|
|
295,426 |
|
|
— |
|
|
— |
|
|
331,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
|
Involuntary |
|
494,000 |
|
|
308,869 |
|
|
565,456 |
|
|
411 |
|
|
1,368,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
38,000 |
|
|
308,869 |
|
|
— |
|
|
— |
|
|
346,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark S. Silver |
|
Involuntary |
|
456,750 |
|
|
266,540 |
|
|
— |
|
|
3,104 |
|
|
726,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
35,135 |
|
|
266,540 |
|
|
— |
|
|
— |
|
|
301,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Orth |
|
Involuntary |
|
360,360 |
|
|
195,270 |
|
|
— |
|
|
— |
|
|
555,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
27,720 |
|
|
195,270 |
|
|
— |
|
|
— |
|
|
222,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RYERSON 2024 Proxy Statement | 60
Compensation Tables
Pay Ratio
On December 31, 2023, the estimated ratio of the annual total compensation of our “median employee” of $73,019 to the annual total compensation of our CEO of $6,476,248 was 89:1. On December 31, 2022, the estimated ratio of the annual total compensation of our “median employee” of $67,363 to the annual total compensation of our CEO of $8,898,112 was 132:1 on December 31, 2022. The higher pay ratio in 2022 was in part due to a one-time bonus paid to our CEO as discussed under "AIP and Discretionary Bonuses" on page 42. In calculating the annual total compensation for the median employee, we included each element of compensation listed in the Summary Compensation Table above, including the Company’s matching contribution to a 401(k) plan or similar plan for such median employee.
The median employee was identified as of December 31, 2023 by taking the following steps:
As of December 31, 2023, we had 4,095 employees globally. In determining the compensation of our median employee, we excluded our 106 employees in Mexico and the approximately 353 employees who became Ryerson employees in 2023 in the following business acquisitions: BLP Holdings, LLC, Norlen Incorporated, TSA Processing Chicago, Inc., and Hudson Tool Steel Corporation. As a result, the employee population that we used for purposes of determining the compensation of our median employee was 3,636 employees.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022 and 2023 calendar years.
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based on: |
|
|
|
|
|
Year |
Summary Compensation Table Total for PEO(1) |
Compensation Actually Paid to |
Average Summary Compensation Table Total for Non-PEO NEOs(4) |
Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) |
Company Total Shareholder Return |
Peer Group Total Shareholder Return(5) |
Net Income |
Adj. EBITDA excl. LIFO(6) |
|||||||
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
$ |
|
( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RYERSON 2024 Proxy Statement | 61
Compensation Tables
PEO SCT Total to CAP Reconciliation: |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
Salary |
Bonus and Non- Equity Incentive Compensation(i) |
Other Compensation(ii) |
SCT Total |
Deductions from SCT |
Additions to SCT |
CAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020(vi) |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
Average Non-PEO NEOs SCT Total to CAP Reconciliation: |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
Salary |
Bonus and Non- Equity Incentive Compensation(i) |
Other Compensation(ii) |
SCT Total |
Deductions from SCT |
Additions to SCT |
CAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020(vi) |
$ |
$ |
$ |
$ |
-$ |
$ |
$ |
SUPPLEMENTAL: CEO Equity Component of CAP:
Adjustments to Determine Compensation "Actually Paid" for CEO |
2023 |
2022 |
2021 |
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduction for Change in the Actuarial Present Values reported under the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" Column of the SCT |
||||
|
|
|
|
|
|
|
|
|
|
Increase for "Service Cost" for Pension Plans |
||||
|
|
|
|
|
|
|
|
|
|
Increase for "Prior Service Cost" for Pension Plans |
||||
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT |
$( |
$( |
$( |
$( |
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the "Option Awards" Column in the SCT |
$( |
|||
|
|
|
|
|
|
|
|
|
|
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
Increase for Fair Value of Awards Granted during year that Vest during year |
||||
|
|
|
|
|
|
|
|
|
|
Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year |
$ |
$ |
$ |
$( |
|
|
|
|
|
|
|
|
|
|
Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year |
||||
|
|
|
|
|
|
|
|
|
|
Increase based upon Incremental Fair Value of Awards Modified during year |
||||
|
|
|
|
|
|
|
|
|
|
Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award |
$ |
|||
|
|
|
|
|
|
|
|
|
|
Total Adjustments |
$ |
$ |
$ |
$ |
|
|
|
|
|
RYERSON 2024 Proxy Statement | 62
Compensation Tables
Adjustments to Determine Compensation "Actually Paid" for Non-CEO NEOs |
2023 |
2022 |
2021 |
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deduction for Change in the Actuarial Present Values reported under the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" Column of the SCT |
$( |
$( |
$( |
|
|
|
|
|
|
|
|
|
|
|
Increase for "Service Cost" for Pension Plans |
||||
|
|
|
|
|
|
|
|
|
|
Increase for "Prior Service Cost" for Pension Plans |
||||
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT |
$( |
$( |
$( |
$( |
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the "Option Awards" Column in the SCT |
$( |
|||
|
|
|
|
|
|
|
|
|
|
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
Increase for Fair Value of Awards Granted during year that Vest during year |
||||
|
|
|
|
|
|
|
|
|
|
Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year |
$ |
$ |
$ |
$( |
|
|
|
|
|
|
|
|
|
|
Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year |
||||
|
|
|
|
|
|
|
|
|
|
Increase based upon Incremental Fair Value of Awards Modified during year |
||||
|
|
|
|
|
|
|
|
|
|
Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award |
$ |
|||
Total Adjustments |
$ |
$ |
$ |
$( |
|
|
|
|
|
RYERSON 2024 Proxy Statement | 63
Compensation Tables
Compensation Actually Paid
The following graphs show the relationships between compensation actually paid to our CEO and non-CEO named executive officers versus select measures:
(1) Net income is not used by management to evaluate business or executive performance or allocate resources. (2) Adj. EBITDA, excl. LIFO is used by management to evaluate performance and allocate resources. The Company believes that the presentation of Adj. EBITDA, excl. LIFO, as the Company measures it for management purposes, enhances the understanding of its performance by highlighting the results of operations and the underlying profitability drivers of the business. For our named executive officers, 50% of their bonus opportunity for 2023 was based on Company (“corporate”) Adj. EBITDA, excl. LIFO and the remaining 50% was based on corporate EVA for 2023. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is included in Appendix A to this proxy statement. |
Cumulative TSR vs Peer Group TSR
The following table compares the Company's cumulative total shareholder return ("TSR") to the peer group TSR, in each case, measured on a cumulative basis from the market close on December 31, 2020, through and including the end of fiscal year 2023, during which period the Company performed better than its peers.
RYERSON 2024 Proxy Statement | 64
Compensation Tables
The following table lists the most important performance measures that the Committee used to link compensation actually paid to the named executive officers to Company performance for the most recently completed fiscal year.
Most Important Performance Measures |
|
RYERSON 2024 Proxy Statement | 65
Stock Ownership
Stock Ownership
|
|
Directors and Executive Officers
The following table shows information as of February 24, 2024 (the “Table Date”), unless otherwise indicated, regarding the beneficial ownership of Ryerson’s common stock by: (i) each director and nominee; (ii) each named executive officer listed in the table entitled “Summary Compensation Table – 2023, 2022 and 2021” under the section entitled “Executive Compensation”; and (iii) all current directors and named executive officers as a group. As of the Table Date, 34,018,705 shares of Ryerson’s common stock were issued and outstanding.
Name of Beneficial Owner |
Amount and Nature of |
|
Percent |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk K. Calhoun |
|
1,052 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Court D. Carruthers |
|
2,552 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eva M. Kalawski(1) |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jacob Kotzubei(1) |
|
50,000 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen P. Larson |
|
80,552 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip E. Norment(1) |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary Ann Sigler(1)(2) |
|
7,500 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Lehner(3) |
|
655,563 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach(4) |
|
237,124 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen(5) |
|
83,638 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark S. Silver(6) |
|
128,393 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Orth(7) |
|
73,295 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All current directors, nominees for director and executive officers as a group (14 persons)(8) |
|
1,319,669 |
|
|
|
3.88 |
|
|
|
|
|
|
|
|
|
RYERSON 2024 Proxy Statement | 66
Stock Ownership
Ownership of More Than 5% of Ryerson Stock
The table below describes each person or entity that we know (based on filings on Schedule 13G or 13D with the SEC) to be the beneficial owner of more than 5% of Ryerson common stock as of February 24, 2024.
Name of Beneficial Owner |
Amount and Nature of |
|
Percent of |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint filing by Tom Gores, Platinum Equity, LLC and the other reporting persons identified in the applicable Schedule 13G/A(2) |
|
3,924,478 |
|
|
|
11.54% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc.(3) |
|
3,126,776 |
|
|
|
9.19% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group(4) |
|
2,299,288 |
|
|
|
6.76% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors LP (5) |
|
2,258,261.00 |
|
|
|
6.64% |
|
According to the Schedule 13G/A, RYPS, Platinum Equity Partners II, LLC, Platinum Equity Investment Holdings II, LLC, Platinum Equity InvestCo, L.P., Platinum Equity Investment Holdings IC (Cayman), LLC, Platinum Equity Investment Holdings, LLC, Platinum Equity, LLC and Tom Gores may be deemed to have shared dispositive voting power with regard to these 3,924,478shares.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC, and to furnish copies of such reports to the Company. Based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our directors, executive officers and persons who beneficially own more than 10% of our common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2023, except for one Form 4 for one transaction by Stephen P. Larson, which was inadvertently filed one day late due to an administrative error.
RYERSON 2024 Proxy Statement | 67
Related Party Transactions
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Investor Rights Agreement
Ryerson Holding Corporation and Platinum entered into an investor rights agreement (the “Investor Rights Agreement”) in connection with the IPO that provides for, among other things, demand, piggyback and Form S-3 registration rights and board nomination rights.
The Investor Rights Agreement provides that Platinum may make written demands of us to require us to register the shares of our common stock owned by Platinum; provided, however that we will not be obligated to effect more than two such demand registrations. In addition, Platinum has piggyback registration rights entitling them to require us to register shares of our common stock owned by them in connection with any registration statements filed by us after the completion of the IPO, subject to certain exceptions. We have also agreed to use commercially reasonable efforts to qualify for registration on Form S-3 for secondary sales. After we have qualified for the use of Form S-3, Platinum will, subject to certain exceptions, have the right to request an unlimited number of registrations on Form S-3. We are not obligated to effect a registration unless certain pricing or timing conditions are first satisfied.
On January 29, 2021, we filed a Registration Statement on Form S-3, which allows for Platinum to offer and sell up to an aggregate maximum amount of 21,037,500 shares of our common stock. The Form S-3 was declared effective on February 12, 2021, and expires three years thereafter.
The Investor Rights Agreement provides that we will indemnify Platinum against losses suffered by it in connection with any untrue or alleged untrue statement of a material fact contained in any prospectus, offering circular, or other document delivered or made available to investors (or in any related registration statement or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, except insofar as the same may be caused by or contained in any information furnished in writing to us by Platinum for use therein.
The Investor Rights Agreement provides that for so long as Platinum collectively beneficially owns at least (i) 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate for election to the Board no fewer than that number of directors that would constitute a majority of the number of directors if there were no vacancies on the Board, (ii) at least 15% but less than 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate two directors and (iii) at least 5% but less than 15% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate one director. The agreement also provides that if the size of the Board is increased or decreased at any time, Platinum’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.Based on the size of the Board as of February 15, 2024, Platinum has the right to nominate up to two directors pursuant to the Investor Rights Agreement.
The Investor Rights Agreement was negotiated among management and Platinum, and we believe the Investor Rights Agreement is on arm’s-length terms.
On August 4, 2021, the Board authorized a share repurchase program that permitted the purchase of up to $50 million of the Company’s outstanding shares of common stock. The Company repurchased 1,613,022 shares of its common stock from RYPS for $47,680,940, pursuant to a share repurchase agreement, dated May 10, 2022 (the “Initial Share Repurchase”).
On August 3, 2022, the Board authorized a new $75 million share repurchase program, effective through August 4, 2024, unless terminated, after the exhaustion of the previous share repurchase program. The Company repurchased 2,486,580
RYERSON 2024 Proxy Statement | 68
Related Party Transactions
shares of its common stock from RYPS for $53,000,000, pursuant to a share repurchase agreement, dated February 24, 2023 (the “Second Share Repurchase”).
On May 1, 2023, the Board extended and increased the repurchase program, authorizing the Company to purchase up to an aggregate of $100,000,000 of the Company’s common stock, effective through May 1, 2025. The Company repurchased 1,369,300 shares of its common stock from RYPS for $49,999,989.50, pursuant to a share repurchase agreement, dated May 3, 2023 (the “Third Share Repurchase” and together with the Initial Share Repurchase and the Second Share Repurchase, the “Share Repurchases”).
At the time of each of the Share Repurchases, RYPS was a greater than 5% beneficial owner of the Company’s common stock and thus a “Related Party” as such term is defined in item 404(a) of Regulation S-K.
The Transaction Committee is responsible for approving potential share repurchases from RYPS. The Transaction Committee reviewed the relevant facts and circumstances of the Share Repurchases and determined that the Share Repurchases were in the best interest of the Company. Following such assessment, the Transaction Committee authorized the Share Repurchases.
Policies and Procedures Regarding Transactions with Related Persons
Our Board has adopted a written policy regarding related person transactions that contains procedures for the review and approval/disapproval of such transactions. Related person transactions are transactions between the Company and/or its subsidiaries and affiliates on the one hand and “related persons” on the other hand. The policy requires the Audit Committee (which is comprised solely of independent directors) to review the material facts of all related party transactions that require approval and approve or disapprove the entry by us into certain transactions with related persons. The policy only applies to transactions, arrangements and relationships where the aggregate amount involved could reasonably be expected to exceed $120,000 in any calendar year and in which a related person has a direct or indirect interest. In addition, the policy lists certain transactions that are deemed to be pre-approved. A “related person” is: (i) any director, nominee for director or executive officer of the Company; (ii) any immediate family member of a director, nominee for director or executive officer; and (iii) any holder of 5% or more of any class of our voting securities, and any immediate family member of such holder. In addition to the above, the Audit Committee being fully independent from Platinum reviews, and approves or disapproves any transaction between the Company and/or its subsidiaries and affiliates on the one hand and any entity affiliated with Platinum on the other hand.
The policy provides that if advance approval of a transaction subject to the policy is not feasible or obtained, (a) if the transaction is pending or ongoing, it will be submitted to the Audit Committee or the Board for consideration and evaluation of all options, including but not limited to, approval, ratification, amendment or termination of the related party transaction and (b) of the transaction is completed, the Audit Committee or the Board will consider the transaction to determine ratification or rescission of the transaction and if any further action is appropriate. In reviewing any transaction, the Audit Committee will take into account, among other factors the Audit Committee deems appropriate, whether the transaction is on terms no less favorable than terms generally available to a third party in similar circumstances on an arm’s length basis and the extent of the related person’s interest in the transaction.
A director who is a related person with respect to a transaction under review may not participate in any discussion or vote on the approval or ratification of the transaction, except that the director will provide all material information concerning the related party transaction to the Audit Committee or the Board. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee that considers the transaction.
If a related party transaction will be ongoing, the Audit Committee or the Board may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person.
RYERSON 2024 Proxy Statement | 69
Other Information
Other Information
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Stockholder Proposals and Director Nominations for the 2025 Annual Meeting
Stockholders may present proposals for action at a future meeting or submit nominations for election of directors only if they comply with the requirements of the proxy rules established by the SEC and our amended and restated Bylaws, as applicable. Each proposal submitted must be a proper subject for stockholder action at the meeting.
In order for a stockholder proposal or nomination for director to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held in 2025, the proposal or nomination must be received by us at our principal executive offices no later than November 12, 2024, and it must comply with the requirements of the proxy rules established by the SEC and our amended and restated Bylaws, as applicable. In particular, all proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholders wishing to bring a proposal or nominate a director before the annual meeting to be held in 2025 (but not include it in our proxy materials) must provide written notice of such proposal to our Secretary at our principal executive offices (227 W. Monroe St., 27th Floor, Chicago, Illinois 60606) no later than January 25, 2025 and no earlier than December 26, 2024, and must comply with the other provisions of our amended and restated Bylaws. The notice must be submitted by a stockholder of record and must set forth the information required by the SEC proxy rules and the Company’s Bylaws with respect to each director nomination or other proposal that the stockholder intends to present at the 2025 annual meeting of stockholders, including:
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act, which must be postmarked or transmitted electronically to our principal executive office no later than February 24, 2025.
The chairperson of the meeting may disregard (i) any business not properly brought before the meeting according to our Bylaws and other applicable requirements, and (ii) any nomination not made in accordance with the above procedures.
Stockholder Nominations for Directors
If a stockholder wishes to suggest a director nominee for the Nominating and Corporate Governance Committee’s consideration, it may do so in writing by mailing the suggestion to Ryerson Holding Corporation, Attention: Secretary, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606. The Nominating and Corporate Governance Committee will consider director nominees suggested by stockholders for election at the annual stockholders meeting if our corporate secretary receives the suggestion not less than 90 days nor more than 120 days in advance of the anniversary of the prior year’s meeting. The suggestion must describe in detail the proposed director nominee’s qualifications and other relevant biographical information. It also must include:
RYERSON 2024 Proxy Statement | 70
Other Information
The Nominating and Corporate Governance Committee may disregard any nomination not made in accordance with the above procedures.
Ryerson’s Annual Report on Form 10-K
We made our Annual Report on Form 10-K for the year ended December 31, 2023, available online with this proxy statement. Paper copies of our Annual Report on Form 10-K can be obtained at no charge by contacting us at Investor Relations, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, email: investorinfo@ryerson.com, or telephone: 312-292-5130. Our SEC filings, including our Annual Report on Form 10-K, can be found on our website http://ir.ryerson.com/ by clicking on “SEC Filings,” or through the SEC’s website at www.sec.gov.
We request that you promptly request a proxy card to sign, date and return or provide voting instructions over the telephone or through the Internet so that your vote will be included at the meeting.
RYERSON 2024 Proxy Statement | 71
Appendix A
Appendix A
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Non-GAAP Financial Information for Compensation Discussion and Analysis
The following table sets forth the reconciliation of Adjusted EBITDA and Managerial Controllable Free Cash Flow to the most comparable GAAP measures for the year ended December 31, 2023.
Reconciliation of Net income to Adjusted EBITDA, excluding LIFO and Managerial Controllable Free Cash Flow, non-GAAP measures
(in millions) |
Fiscal Year Ended |
||
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Net income attributable to Ryerson Holding Corporation |
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145.7 |
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Interest and other expense on debt |
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34.7 |
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|
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Provision for income taxes |
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47.3 |
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|
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Depreciation and amortization expense |
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62.5 |
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EBITDA |
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290.2 |
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|
|
|
|
|
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|
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Reorganization |
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35.7 |
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Benefit plan curtailment gain |
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(0.8) |
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Foreign currency transaction gains |
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1.1 |
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Purchase consideration and other transaction costs |
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1.5 |
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Other adjustments |
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1.1 |
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|
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Adjusted EBITDA |
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328.8 |
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LIFO income |
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(97.7) |
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Adjusted EBITDA, excluding LIFO Income |
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231.1 |
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Changes in Consolidated Statements of Cash Flow for: |
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Inventories |
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28.8 |
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Receivables |
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67.9 |
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Accounts Payable |
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24.8 |
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Capital Expenditures |
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(121.9) |
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Proceeds from Sale of Property, Plant and Equipment |
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0.5 |
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|
|
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|
|
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|
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Managerial Controllable Free Cash Flow |
|
231.2 |
|
|
|
|
|
RYERSON 2024 Proxy Statement | A-1
PORTANTI PLEASE VOTE BY: INTERNET Go To: www.proxypyush.com/RYI Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-859-2073 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions MAIL Mark , sign and date your Proxy Card Fold and return Proxy Card in the postage-paid envelope provided RYE16, CARY, NC 27512-9903 Ryerson Holding Corporation Annual Meeting of Stockholders For Stockholders as of March 03, 2023 TIME: Wednesday, April 26, 2023 1:00 PM, Central Time PLACE: Annual Meeting to be held live via the Internet – please visit www.proxydocs.com/RYIfor more details. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Mark S. Silver and Camilla R. Merrick: and each or either of them, as proxies of the undersigned, with full power if substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Ryerson Holding Corporation which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking and proxy heretofore given.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the “Named Proxies” are atorized to vote upon such ther matters that may properly come before the ng or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Director’s rndation. The “Named Proxies” cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Ryerson Holding Corporation Annual Meeting of Stockholders Please make your marks like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 PROPOSAL 1. Election of directors 1.01 Kirk K. Calhoun 1.02 Jacob Kotzubei 1.03 Edward J. Lehner 2. The ratification of the appointment of Emst & Young LLP as our independent registered public accounting firm for 2023. 3. The Approval of the second Amended and Restated 2014 Omnibus Incentive Plan. 4.0 Such other business as may properly come before the annual Meeting or any adjournment thereof. YOUR VOTE BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR FOR FOR FOR FOR AGAINST ABSTAIN WITHHOLD You must register to attend the meeting online and/or participate at www.proxydocs.com/RYI Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officers signing the Proxy/ Vote Form. Signature (and Title if applicable) Date Signature (is held jointl
