UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a -101)
INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x☒
Filed by a Party other than the Registrant o☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Ryerson Holding Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials:
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Ryerson 2024 Proxy Statement
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
Notice of Annual Stockholders’ Meeting
NOTICE OF ANNUAL STOCKHOLDERS’ MEETING
Wednesday,Thursday, April 25, 2018 2024,2:00 p.m.Central Time
Virtual Meeting via a live audio-only webcast at www.proxydocs.com/RYI
Capital Hotel111 West Markham StreetLittle Rock, Arkansas 72201March 12, 2024
March 15, 2018
To our Stockholders:
You are cordially invited to the 20182024 annual meeting of stockholders of Ryerson Holding Corporation scheduled to be held on Wednesday,Thursday, April 25, 2018,2024, 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 Capital Hotel, 111 West Markham Street, Little Rock, Arkansas 72201.2024 annual meeting. At the meeting, we will consider:
Stockholders who owned shares of our stock at the close of business on March 2, 20181, 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 of Internet Availability of Proxy Materials 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 & SecretaryChief Human Resources Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THESTOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2018: THIS PROXY STATEMENT AND THEANNUAL REPORT ARE AVAILABLE AT http://www.proxyvote.com.
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 20182024 annual meeting of stockholders, which will be held on Wednesday,Thursday, April 25, 2018,2024, via a live audio-only webcast at www.proxydocs.com/RYI. There is no physical location for the Capital Hotel, 111 West Markham Street, Little Rock, Arkansas 72201.
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.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 approximately 57%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,Stock.” on page 46.
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
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 20182024 annual meeting of stockholders. It is designed to assist you in voting your shares of our stock. We will begin sending notice of the availability of these proxy materials on or about March 15, 2018.
You may vote if you were the holder of record of shares of our common stock at the close of business on March 2, 2018.1, 2024. You are entitled to one vote on each matter presented at the 20182024 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 2, 20181, 2024 (the record date for determining stockholders entitled to vote at the annual meeting), we had 37,208,58134,018,705 shares of common stock outstanding and entitled to vote.
You are entitled to attend our 20182024 annual meeting if you were the holder of record of shares of our common stock at the close of business on March 2, 20181, 2024 or if you hold a valid proxy for the annual meeting. You should be prepared to present photo identification (a driver’s license or passport is preferred) for admittance. In addition, if you are a stockholder of record, your name is subject to verification against the list of stockholders of record on the record date prior to being admitted to the meeting. If you are not a stockholder of record but hold shares through a broker, bank or other nominee (i.e., in “street name”), you also may attend our 2018 annual meeting if you provide proof of beneficial ownership on the record date, such as your most recent account statement or similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the meeting.
TheThis year’s annual meeting will occurbe 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 the Capital Hotel, 111 West Markham Street, Little Rock, Arkansas 72201 and will begin promptly at 2:00 p.m. Central Time, and you should allow ample time for check-in procedures. No cameras, recording equipment, electronic devices, large bags, briefcases or packageswww.proxydocs.com/RYI. You will be permitted intoasked 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 or adjacent areas. All items may be subject to search.at www.proxydocs.com/RYI after logging in with your Control Number.
You are voting on:
RYERSON 2024 Proxy Statement |2
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 of Internet Availability of Proxy Materials 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 of Internet Availability of Proxy Materials you received or this proxy statement for specific instructions on how to cast your vote by any of these methods. You may obtain directions
To vote during the annual meeting, you must do so through www.proxydocs.com/RYI. To be admitted to the location of our 2018 annual meeting by contacting us at Investor Relations, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, email: investorinfo@ryerson.com,and vote your shares, you must register and provide the Control Number as described in the Internet Availability Notice or telephone: 312-292-5130.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.
For stockholders of record, voting instructions submitted via mail, telephone or the Internet must be received by Broadridge, our independent tabulator, Mediant, by 11:59 p.m. Central Time on April 24, 2018.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: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 Internetinternet 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 Internetinternet and telephone voting procedures are consistent with the requirements of applicable law. Stockholders voting via the Internetinternet or telephone should understand that there may be costs associated with voting in this manner, such as usage charges from Internetinternet access providers and telephone companies, which must be borne by the stockholder.
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 of Internet Availability of Proxy Materials 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
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,internet, but you do not indicate your vote, your shares of stock will be voted for: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 & Secretary,Chief Human Resources Officer, and Ms. Camilla R. Merrick, our Senior Counsel,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,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 page 3.this page.
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
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. AbstentionsWith respect to Proposal One, abstentions do not count as votes cast either for or against the proposal. With respect to Proposals Two, Three and brokerFour, abstentions will have the same effect as a vote cast against the proposals. Broker non-votes doand withheld votes will not count as votes cast either for or against any of the proposals. A “withhold” vote with respect to any director nominee will have the effect of a vote against such nominee.
What Vote Is Required to Approve a Proposal?
Proposal One: A nominee will beThe director nominees who receive the most “for” votes are elected to the Board ifboard until all board seats are filled. In an uncontested election, where the number of votes castnominees and available board seats are equal, every nominee is elected upon receiving just one “for” his or her election exceeds the number of votes “withheld” from or cast “against” his or her election.vote.
Proposal Two: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 20182024 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: 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”Executive Compensation in our proxy statement (“say-on-pay” vote) will be approved on a non-binding, advisory basis, 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: A pluralityThe adoption of the affirmative votes cast will select, onadvisory resolution that a non-binding, advisory basis the frequency of the stockholder vote onto approve the compensation of our named executive officers. Weofficers 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 stockholders to have expressed a non-binding preference for the frequencychoice that receives the highest number of favorable votes.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, Internetinternet 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.internet. As a result, we send many stockholders a notice regarding the Internetinternet 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 Internetinternet, 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 of Internet Availability of Proxy Materials 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
Our Board presently consists of seveneight directors, threeseven of whom areour Board has determined to be independent under the NYSE Listed Company Manual and other NYSE rules and requirements (together, “NYSE rules”), and four of whom are affiliated with Platinum, which owns a majority of our outstanding common stock. Because Platinum owns more than 50% of the voting power of our common stock, we are considered to be a “controlled company” for purposes of the NYSE rules. As such, we are permitted, and have elected, to opt out of the NYSE rules that would otherwise require our Board to be comprised of a majority of independent directors..
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 20182024 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 20212027 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 20182024 annual meeting, the Board has proposed the following director nominees for election: Court D. Carruthers, EvaKaren M. Leggio and Michelle A. Kumbier. Two of our current directors, Mses. Kalawski and Mary Ann Sigler.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 9.14. 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 vote against a nominee or 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, a directorwhere the number of nominees and available board seats are equal, every nominee is elected ifupon receiving just one “for” vote.
Recommendation of the votes cast “for” the director’s election exceed the votes “withheld” from or cast “against” the director’s election.Board
Our Board of Directors unanimously recommends a vote “FOR”OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” the election of CourtCOURT D. Carruthers, EvaCARRUTHERS, KAREN M. KalawskiLEGGIO and Mary Ann SiglerMICHELLE 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 2018.2024. Ernst & Young LLP has served as the independent registered public accounting firm for the Company since 2006. Representatives of Ernst & Young LLP 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, LLP, 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 LLP
could be secured to deliver any or all of the Company’s independent auditing services required in 2018.2024. The Audit Committee, however, would take the lack of stockholder approval into account when recommending an independent registered public accounting firm for 2019.2025.
The following table sets outforward the various fees for services provided by Ernst & Young LLP for 20172023 and 2016.2022. 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 17.27.
Annual Fees for 20172023 and 20162022
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Description | 2017 | 2016 |
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Audit Fees(1) | $ | 4,486,080 | $ | 4,430,841 | ||||||||||
Audit-related Fees(2) | $ | 1,995 | $ | 1,980 | ||||||||||
Tax Fees(3) | $ | 354,905 | $ | 216,929 | ||||||||||
Other Fees (4) | — | — | ||||||||||||
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Audit Fees(1) |
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Tax Fees(2) |
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Other Fees(3) |
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Total | $ | 4,842,980 | $ | 4,649,750 |
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Ernst & Young LLP’sYoung’s full-time, permanent employees conducted a majority of the audit of the Company’s 20172023 financial statements. Leased personnel were not employed with respect
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 domestic audit engagement.2024 annual meeting, assuming that a quorum is present.
Recommendation of the Board
Our Board of Directors unanimously recommends a vote “FOR”OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018.2024.
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. At the 2015 annual meeting, the stockholders followed the recommendation of our Board of Directors to hold an advisory vote on executive compensation once every three years. The last vote was held in 2015. In 2015,2021, 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“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 23,26, 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
Our BoardThe approval of Directors unanimously recommendsthis proposal requires the affirmative vote of a vote “FOR” the adoption, on a non-binding, advisory basis,majority of the resolution approvingshares present in person or by proxy and entitled to vote thereon at the compensation2024 annual meeting, assuming that a quorum is present.
Recommendation of our named executive officers described under the heading “Executive Compensation” in our proxy statement.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(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 three yearsyear 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, involvingincluding executive compensation even in years when a Say-on-Pay Vote does not occur.throughout the year. As discussed under “Communications with Directors”the Board” on page 15,23, 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 more or 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 THREE years.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
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 seveneight members: Kirk K. Calhoun, Court D. Carruthers,
Kirk K. Calhoun | Court D. Carruthers | Eva M. Kalawski | Jacob Kotzubei | |||
Stephen P. Larson | Edward J. Lehner | Philip E. Norment | Mary Ann Sigler |
Two of the current directors, Mses. Kalawski Jacob Kotzubei, Stephen P. Larson, Philip E. Norment and Mary Ann Sigler.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. UnderAs 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, Platinum has nominated Ms. Kalawski, Mr. Kotzubei, Mr. Norment and Ms. Sigler. 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.
TermTerms 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 20182024 for the Class I directors, 20192025 for the Class II directors and 20202026 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
Name | Age | Independent (Yes/No) | Director Since | Expiration of Current Term |
Nominees for Director | ||||
Class I | ||||
Court D. Carruthers | 45 | Yes | 2015 | 2018* |
Eva M. Kalawski | 62 | No | 2007 | 2018* |
Mary Ann Sigler | 63 | No | 2010 | 2018* |
Continuing Directors | ||||
Class II | ||||
Stephen P. Larson | 61 | Yes | 2014 | 2019 |
Philip E. Norment | 58 | No | 2014 | 2019 |
Class III | ||||
Kirk K. Calhoun | 73 | Yes | 2014 | 2020 |
Jacob Kotzubei | 49 | No | 2010 | 2020 |
Board of Directors
Name |
| Independent |
| Age |
| Director |
| Self-Identified |
| Self-Identified |
| Executive |
| Audit |
| Compensation |
| Nominating |
| Expiration of | ||||||||||||||||||||
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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 |
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1 URM: Underrepresented Minority.
*Current term expires at this annual meeting.
(F) Audit Committee Financial Expert
BiographiesThe 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 |
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. | • | • | • | • | • | • | • | |
CYBERSECURITY/DATA PRIVACY Experience implementing IT strategies and managing cybersecurity risks. | • | • | • | |||||
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. | • | • | • | • | • | • | ||
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:directors.
Nominees for DirectorDirector
The Board has nominated Mses. Kumbier and Leggio and Mr. Carruthers Ms. Kalawski and Ms. Sigler for election at the 20182024 annual meeting, each to hold office until the annual meeting of stockholders in 20212027 (subject to the election and qualification of their successors or the earlier of their death, resignation or removal). EachMr. Carruthers is currently a director.
Court D. Carruthers hasTwo of our current directors, Mses. Kalawski and Sigler, have not been a director since August 2015. Mr. Carruthers serves as President and CEO of TricorBraun, Inc. a global packaging solutions company, where he also is 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. Priornominated for re-election to that time, he had served Grainger 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 serves as a director of US Foods Holding Corp. and Follett Corporation. He is a past director of a number of private and public companies including MonotaRO Co. Ltd., PSS Companies, Shoes For Crews LLC and Foundation Building Materials, LLC. Mr. Carruthers currently serves on the boards of the Montessori School of Lake Forest, Cristo Rey St. Martin College Prep., Lake Forest Winter Club, and the Groton Community Center. He is a Chartered Professional Accountant (Canada, non-practicing), and holds a Bachelor’s of Commerce degree from the University of Alberta in Edmonton, Alberta, Canada, and a Master’s 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 necessarywill cease to serve as a directordirectors immediately following the conclusion of the Company.meeting.
Eva M. Kalawski has been a director since July 2007. Ms. Kalawski joined Platinum in 1997, is a Partner at Platinum and serves as the firm’s General Counsel and Secretary. Ms. Kalawski serves or has served as an officer and/or director of many of Platinum’s portfolio companies. Prior to joining Platinum in 1997, Ms. Kalawski was Vice President of Human Resources, General Counsel and Secretary for Pilot Software, Inc. Ms. Kalawski earned a Bachelor’s degree in Political Science and French from Mount Holyoke College, South Hadley, Massachusetts, and a Juris Doctor from Georgetown University Law Center, Washington, D.C. Ms. Kalawski’s expertise and experience managing the legal operations of many portfolio companies has led the Board to conclude that she has the background and skills necessary to serve as a director of the Company.
Mary Ann Sigler has been a director since January 2010. Ms. Sigler serves as Platinum’s Chief Financial Officer and Chief Compliance Officer. Ms. Sigler joined Platinum in 2004 and is responsible for overall accounting, tax and financial reporting as well as managing strategic planning projects for the firm. Prior to joining Platinum, Ms. Sigler was with Ernst & Young LLP for 25 years where she was a Partner. Ms. Sigler holds a Bachelor of Arts in Accounting from California State University at Fullerton and a Master’s Degree in Business Taxation from the University of Southern California. Ms. Sigler is a Certified Public Accountant in California, as well as a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. Ms. Sigler’s experience in accounting and strategic planning matters has led the Board to conclude that she has the requisite qualifications to serve as a director of the Company and facilitate its continued growth.
Court D. | Director since: | |||
August 2015 | ||||
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. |
Michelle A. Kumbier | Public Company Directorships: | |||
Abbott Laboratories (NYSE: ABT) Teledyne Technologies Incorporated (NYSE: TDY) | ||||
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. |
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Board of Directors
Karen M. Leggio | ||||
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. |
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Board of Directors
Continuing Directors
Messrs. Calhoun, Kotzubei, Larson, Lehner and Norment will remain directors after the annual meeting.
Kirk K. Calhoun has been a director since August 2014. Mr. 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 has a B.S.
Kirk K. | Director since: | |||
August 2014 | ||||
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 |
Jacob | Director since: | Public Company Directorships: | ||
January 2010 | Vertiv Holding Co (NYSE: VRT) | |||
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. |
Edward J. | Director since: | |||
February 2022 | ||||
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. |
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Board of Directors
Stephen P. | Director since: | |||
October 2014 | ||||
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. |
Philip E. | Director since: | |||
April 2014 | ||||
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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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.
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Corporate Governance Matters
Corporate Governance Matters
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 qualifies as a financial expert for audit committee purposes.assists the Company in presenting its message and strategy to stockholders, employees and customers.
Jacob Kotzubei has been a director since January 2010. Mr. Kotzubei joined PlatinumOur directors meet at regularly scheduled executive sessions without management present, usually in 2002 and is a Partnerconjunction with regularly scheduled Board meetings. In addition, at least once each year the firm. Mr. Kotzubei serves as a director of a number of Platinum’s portfolio companies. Prior to joining Platinum in 2002, Mr. Kotzubei was a Vice President of the Goldman Sachs Investment Banking Division – High Tech Group in New York City, and the head of the East Coast Semiconductor Group. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law. Mr. Kotzubei serves on the board ofindependent directors of KEMET Corp. (NYSE: KEM) and CanWel Building Materials Group Ltd. (TMX: CWX). Mr. Kotzubei’s experiencemeet in executive management oversight, private equity, capital markets and transactional matters has led the Board of Directors to conclude that he has the varied expertise necessary to serve as a director of the Company.
Stephen P. Larson has been a director since October 2014. 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. Mr. Larson previously served for six years as a Commissioner on the board of the Metropolitan Airport Authority of Peoria, Illinois. From November 2015 to August 2016, Mr. Larson has 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. 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 andsession without any 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.
Philip E. Norment has been a director since April 2014. Mr. Norment is a Partner at Platinum, is a member of Platinum’s Investment Committee and serves as a senior advisor on specific operational initiatives throughout Platinum’s portfolio. He is also the senior operations executive 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 earned a bachelor’s degree in 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.
As stated above, because Platinum owns more than 50% of the voting powerpersons present. One of our common stock, we are considered to be a “controlled company” for purposes ofindependent directors is chosen by the NYSE rules. Asdirectors at each such we are permitted, and have elected, to opt out of the NYSE rules that would otherwise require our Board to be comprised of a majoritysession of independent directors to preside over the session.
Director Independence
All our director nominees and requiredirectors, except for Mr. Lehner, our compensation committee and nominating and corporate governance committee to be comprised entirely of independent directors.
CEO, are independent. For a director to be considered independent under the NYSE rules, our Board must determine that he or shethe 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 his or herthe 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-andbrothers- and sisters-in-law and anyone (other than domestic employees) who shares the person’s home.
The Board has determined that of the nomineesMses. Kalawski, and continuing directors, onlySigler, Messrs. Calhoun, Carruthers, Kotzubei, Larson, and LarsonNorment are, or during 20172023 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.
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Our policies and practices reflect corporate governance standards that comply with the NYSE rules and the corporate governance requirementsBoard Oversight of the Sarbanes-Oxley Act, including:
Risk
In April 2015,Our Board as a whole has responsibility for overseeing our Board adoptedenterprise risk management ("ERM"). As a compensation program for our directors. Under the program, only independent directors 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 | $ | 130,000 | ||
Committee chair retainers | ||||
Audit Committee chair | $ | 15,000 | ||
Compensation Committee chair | $ | 10,000 | ||
Nominating and Corporate Governance Committee chair | $ | 10,000 | ||
Meeting Attendance Fees | ||||
Each Board meeting | $ | 2,000 | ||
Each committee meeting | $ | 1,500 |
The following table presents information for compensation earned by them for their service as Board members during 2017.
Director Compensation Table
Name | Fees Earned or Paid in Cash | Total | ||||||
Kirk K. Calhoun(1) | $ | 164,000 | $ | 164,000 | ||||
Court D. Carruthers(2) | $ | 146,000 | $ | 146,000 | ||||
Stephen P. Larson(3) | $ | 147,500 | $ | 147,500 | ||||
Eva M. Kalawski | — | — | ||||||
Jacob Kotzubei | — | — | ||||||
Stephen P. Larson | — | — | ||||||
Philip E. Norment | — | — | ||||||
Mary Ann Sigler | — | — |
We reimburse each member of our Board for out-of-pocket expenses incurred by them in connection with attending meetings ofgeneral 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. Cash compensationIn 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 reimbursementsmarket 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 paid in arrears on a quarterly basis. There is currently no formal policy in place relatingreviewed by the executive team, then reported to the grantingAudit 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 equity awards to our directors.
MEETINGS OF THE BOARD AND BOARD COMMITTEES
During 2017, our Board met five times.Risk - Internal Audit" on page 21. In addition to the meetingannual 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
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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 directors also attended meetings of Board committees on which they served. Allregarding 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 directors attended at least 75%Company’s risk management, control and governance processes. To promote independence of the meetingsdepartment 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 BoardCompany 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 committees on which they served, exceptcharters for Mr. Kotzubei. While we do not have a formal policy requiring them to do so, we encourage our directors to attend our annual meeting of stockholders. Six of our seven directors attended our 2017 annual meeting of stockholders.
The standing committees of the Board (other than the Executive Committee), with the membership indicated as of February 28, 2018, are set forth in the table below. The Board has an Audit, Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.Committees. The corporate governance page can be found at ir.ryerson.com by clicking on “Governance.” Stockholders
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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.
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Board Committees
Board Committees
Executive Committee
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 2017,2023, the Executive Committee met once.did not meet.
Transaction Committee
NOMINATING AND CORPORATE GOVERNANCE COMMITTEEIn 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
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 2017,2023, the Governance Committee met one time.twice. The Governance Committee currently consists of Mr.Messrs. Norment and Mses. KalawskiLarson, and Sigler, none of whom is independent under NYSE rules. Because Platinum owns more than 50% of the voting power of our common stock, we are considered to be a “controlled company” for the purposes of the NYSE rules. As such, we are permitted, and have elected, to opt out of the NYSE rules that would otherwise require ourMs. Kalawski. Our Governance Committee to beis comprised entirely of independent directors.
Our Board has adopted aan amended and restated written charter for the Governance Committee, pursuant to which the Governance Committee has, among others, the following responsibilities:
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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. The Governance Committee may also consider candidates proposed by management. For additional information, see “Stockholder Nominations for Directors,” below on page 48.70.
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 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.
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 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.”
An employee, officer or other interested party who has an interest in communicating with non-management members of the Board may do so by directing the communication to the General Counsel of the Company. Persons who desire to communicate with the non-management 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 non-management directors.
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 Company’s CEO is currently not a member of the Board and the Board currently does not have a Chairman of the Board. This leadership structure also allows our CEO to focus his time and energy on operating and managing the Company and leverages the experiences and perspectives of all of the Company’s directors.
Our non-management 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 non-management directors or independent directors to preside over the session.
Our Board as a whole has responsibility for overseeing our risk management. The Board exercises this oversight responsibility directly and through its committees. The Board and its committees are informed by reports from our management team and from our internal audit department that are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. The full Board oversees strategic and operational risks, and succession planning.
Our Compensation Committee is responsible for evaluating risk arising from our compensation policies and practices. Our Audit Committee’s role includes assisting 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.
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 internal audit director provides reports to the Audit Committee at each regularly scheduled Audit Committee meeting.
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:
In addition, the internal audit department is responsible for conducting an annual risk assessment 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.
Our Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. In 2017,2023, 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.
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, LLP, 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 LLP.Young. For additional information regarding the services provided by Ernst & Young LLP and the fees for such services, see “Ratification of Appointment of Independent Registered Public Accounting Firm,” above on page 5.8.
The Audit Committee must pre-approvehas 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. The Audit Committee has established pre-approval policies and procedures. Permissible non-audit services are services allowed under SEC regulations. The Audit Committee may pre-approve certain specific categories of permissible non-audit services up to an annual budgeted dollar limit. If any permissible non-audit services do not fall within a pre-approved category, or exceed the approved fees or budgeted amount, the services and the additional fees have tofirm must be pre-approved by the Committee or its delegates. At least quarterly, the Audit Committee onreviews and, if appropriate, pre-approves services to be performed by the independent auditor, reviews a project-by-project basis.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 5,8, 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 taxother fees for 20172023 and 2016.2022.
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
AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTS RECOMMENDATION1
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:
the Securities and Exchange Commission; and
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, 2017,2023, for filing with the Securities and Exchange Commission.
Respectfully submitted by the Audit Committee:
Kirk K. Calhoun, Chair
Court D. Carruthers
Stephen P. Larson
1 1.
RYERSON 2024 Proxy Statement |28
Compensation Committee
Compensation Committee
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 2017,2023, the Compensation Committee met twothree times. The Compensation Committee consists of Messrs. Calhoun and Kotzubei and Ms. Sigler, all of whom only Mr. Calhoun iswere deemed independent under NYSE rules. Because Platinum owns more than 50%as of the voting power of our common stock, we are considered to be a “controlled company” for the purposes of the NYSE rules. As such, we are permitted, and have elected, to opt out of the NYSE rules that would otherwise require our Compensation Committee to be comprised entirely of independent directors.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.
Committee Resources and Authority
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 2017.2023. 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
COMPENSATION COMMITTEE REPORT2
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement,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 Statementproxy statement and be incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2023.
Respectfully submitted by the Compensation Committee:
Jacob Kotzubei, Chair
Kirk K. Calhoun, Chair
Jacob Kotzubei,
Mary Ann Sigler
2 1.
RYERSON 2024 Proxy Statement |31
Director Compensation
Director Compensation
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 | $165,000 | |||
Annual Stock Grants | $35,000 | |||
Committee Chair Retainers | ||||
Audit Committee chair | $15,000 | |||
Compensation Committee chair | $10,000 | |||
Nominating and Corporate Governance Committee chair | $10,000 | |||
Meeting Attendance Fees | ||||
Each Board meeting | $2,000 | |||
Each committee meeting | $1,500 | |||
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
EXECUTIVE OFFICERSDirector Compensation Table
Name |
| Fees Earned or |
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| Stock Awards (4) |
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| Total(1) |
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Kirk K. Calhoun(2) |
|
| $201,500 |
|
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| $17,466 |
|
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| $218,966 |
|
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Court D. Carruthers(3) |
|
| $182,000 |
|
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| $17,466 |
|
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| $199,460 |
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Stephen P. Larson(4) |
|
| $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.
Executive Officers
Executive Officers
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, 2018:2023, other than Mr. Lehner’s, whose biography can be found on page 16:
| |||
James J. Claussen President & Chief Financial Officer (CFO) | |||
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. |
| |||
Michael J. Burbach Chief Operating Officer (COO) | |||
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. |
| |||
Molly D. Kannan Controller & Chief Accounting Officer | |||
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. |
Edward J. Lehner, 52, has been our President & Chief RYERSON 2024 Proxy Statement |34
Executive Officer since June 2015. Previously, heOfficers
| |||
John E. Orth Executive Vice President, Operations | |||
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. |
| |||
Mark S. Silver Executive Vice President, General Counsel & Chief Human Resources Officer | |||
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. |
| |||
Srini Sundarrajan Chief Information Officer | |||
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. |
RYERSON 2024 Proxy Statement |35
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 earned a bachelor’s degree in accounting from the University of Cincinnati.Compensation
Executive Compensation
Erich S. Schnaufer, 50, has been our Chief Financial Officer since January 2016. From August 2015 until that time, he had served as our Interim Chief Financial Officer & Chief Accounting Officer. Previously, he had served the Company as its Interim Chief Financial Officer, Controller & Chief Accounting Officer from June 2015 until August 2015, and as its Controller and Chief Accounting Officer from 2007 until June 2015. Mr. Schnaufer received a bachelor’s degree in accounting from the University of Illinois and a MBA from DePaul University.
Michael J. Burbach, 57, has been our President, North _West Region since October 2013. Prior to that time he had served the Company as its 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.
Kevin D. Richardson, 56, has been our President, South _East Region since October 2007. Mr. Richardson started his metals career in 1985 and held a series of commercial and sales management roles before being named a Vice President of the Company in 2000. Mr. Richardson received a bachelor’s degree in business management and economics from North Carolina State University and a MBA from Case Western Reserve University.
See Leong Fang, 61, has been our Executive Vice President _ Operations since March 2016 and President & Chief Executive Officer, Asia since 2013. Prior to joining the Company, Mr. Fang held a variety of leadership positions within The Timken Company, including leading its global aerospace and industrial machinery businesses, and was president of the company’s China division for approximately six years. Mr. Fang has a Bachelor of Science honors degree in mechanical engineering from the University of Glasgow, U.K., and a master’s degree in mechanical engineering and applied machinery from the University of Rhode Island.
Mark S. Silver, 47, has served as our Executive Vice President, General Counsel & Secretary since February 2016. Previously, he had served as our Vice President, Managing Counsel & Secretary from December 2014 until February 2016 and as our Vice President & Managing Counsel from January 2013 until December 2014. 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.
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 20172023 with respect to the compensation of each of our named executive officers.officers (or NEO). The Company’s named executive officers for 20172023 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
Objectives. Ryerson’s executive compensation program is designed to:
align the interests of executive management with | ||||
stockholders | ||||
provide market competitive | ||||
compensation | ||||
attract and retain talented | ||||
differentiate rewards based on individual | ||||
performance | ||||
encourage long-term value | ||||
creation | ||||
avoid incentivizing excessive |
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:
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. | ||||||
Competitive Positioning Ryerson seeks to provide competitive total compensation that includes significant upside | ||||||
Market Compensation Elements The compensation components reflect the competitive marketplace so that we can attract, motivate, reward and retain talented executives through business cycles. | ||||||
Consideration of Results of Advisory Vote on Executive Compensation
In accordance with the advisory vote on the frequency of the stockholder advisory vote on executive compensation submitted to stockholders at the Company’s annual meeting of stockholders held in June 2015, the Company will hold a stockholder advisory vote on executive compensation every three years. The most recent executive compensation advisory vote was held at the Company’s 20152021 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.
In connection with our 2015 stockholder 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 high 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 2018.2024.
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 20,29, 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 allowedallows 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
On May 7, 2015, the Company entered into an employment agreement (“Mr. Lehner’s Employment Agreement”) with Mr. Lehner, pursuant to which he was appointed President & CEO of the Company, effective June 1, 2015. The terms of Mr. Lehner’s Employment Agreement were negotiated between Mr. Lehner and members of the Board and Mr. Lehner’s Employment Agreement was approved by the Board, in connection with his appointment. The Board determined it to be in the best interests of the Company to enter into the employment agreement with Mr. Lehner both as a means to induce Mr. Lehner to accept the CEO role and to insure that Mr. Lehner is bound by appropriate post-employment restrictive covenants which are described below under “Mr. Lehner’s 2015 Employment Agreement and Non-Competition Agreement,” on page 39.
Pursuant to the terms of the Mr. Lehner’s Employment Agreement, Mr. Lehner is entitled to an annual base salary and has a target annual bonus opportunity equal, based on the achievement of targets established pursuant to the Company’s Annual Incentive Plan. The Board has set the base salary for 2017 at $850,000, and the target annual bonus opportunity to 115% of his base salary.
Additional details regarding the terms of Mr. Lehner’s Employment Agreement are described below under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards,” on page 39.
Use of Peer Groups for Compensation Matters
In 2016, Ryerson management, at the Compensation Committee’s request, has annually engaged Vivient Consulting LLC (“Vivient”), 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, VivientCAP 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, VivientCAP 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. TheThese companies (the(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.
ATI, INC. Applied Industrial Tech | ||||||
Inc. Carpenter Technology Century Aluminum Co. Commercial Metals Co. Haynes International Inc. | Kaiser Aluminum Corp. Kaman Corp. MRC Global Inc. MSC Industrial Direct Co Inc. Olympic Steel | |||||
Reliance Steel & Schnitzer Steel Steel Dynamics Inc. Timkensteel Corp. Worthington Industries Inc. | ||||||
VivientAt 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 2016.2022. The Compensation Committee and the Board considered the report and Peer Group information in making some of its 20172023 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 20172023 consisted of the same elements generally available to our non-executive employees, including base salary, annual bonuses the opportunity to participate in an equity-based long-term incentive program 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 other executive officers, including theour 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 39,53, and under “Potential Payments Upon Termination or Change in Control,” on page 44.59.
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 committeeCompensation 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 value ofpercentage allocation between the named executive officers’ 2017 base salaries, target annual bonus opportunities for 2017 and granted long-term incentive plan awards granted in 2017, as a percentage of those three components, arefor 2023 is set forth below.below to show the relationship between the different components. Each component is discussed in more detail in the sections below.
Named Executive Officer | Base Salary* | Target Annual Bonus | Long-Term Incentive** |
| Base Salary(1) |
| Target Annual |
| Long-Term |
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Edward J. Lehner | 28.10% | 32.32% | 39.58% |
| 17.91% |
| 22.38% |
| 59.71% |
Erich S. Schnaufer | 38.97% | 21.43% | 39.60% | ||||||
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James J. Claussen |
| 22.50% |
| 16.87% |
| 60.63% | |||
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Michael J. Burbach | 39.56% | 29.67% | 30.77% |
| 23.11% |
| 17.33% |
| 59.56% |
Kevin D. Richardson | 39.56% | 29.67% | 30.77% | ||||||
See Leong Fang | 45.87% | 25.23% | 28.90% | ||||||
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Mark S. Silver |
| 27.09% |
| 18.96% |
| 53.95% | |||
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John E. Orth |
| 29.27% |
| 19.02% |
| 51.71% | |||
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*
**2023.
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), intending to help mitigate incentive for executives to assume overly risky business strategies..
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 & SecretaryChief Human Resources Officer) recommends to the CEO a salary adjustment for each officer reporting to the CEO.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 histhe CEO’s performance against histhe CEO’s personal goals determined at the beginning of the prior year. After reviewing this recommendation, the CEO may make modifications based on histhe CEO’s own assessment of individual performance and
then prepares salary recommendations for the officers reporting to him.the CEO. The CEO then makes his recommendations to the Compensation Committee for each officer (other than himself)for the CEO); the Executive Vice President, General Counsel & Secretary
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 histhe 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.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 compensation to overallvariable compensation.
20172023 Base Salaries
Mr. Lehner’s base salary was increased from $820,000 to $850,000 effective as of July 3, 2017.
With respect toIn February 2023, in accordance with the other named executive officers’ base salaries in 2017, Mr. Silver, the Executive Vice President, General Counsel & Secretary, and manager of Corporate Human Resources, considered the Peer Group information in determining his salary adjustment recommendations. Mr. Silver also presented this information to Mr. Lehner in connection with his recommendations regarding the salaries of such named executive officers. In March 2017,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 it modified theapproved new base salaries of the other named executive officers as follows, effective July 2017:(except for the CEO’s base salary, which was recommended to and approved by the Board).
2017 Base Salary | |||
Named Executive Officer | Previous Base Salary | Base Salary | Effective Date |
Erich S. Schnaufer | $ 295,000 | $ 310,000 | 7/3/2017 |
Michael J. Burbach | $ 390,000 | $ 405,000 | 7/3/2017 |
Kevin D. Richardson | $ 390,000 | $ 405,000 | 7/3/2017 |
See Leong Fang | $ 289,300 | $ 300,000 | 7/3/2017 |
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Named Executive Officer |
| Previous |
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Edward J. Lehner |
| $1,100,000 |
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| $1,200,000 |
| 6/26/2023 |
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James J. Claussen |
| $450,000 |
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| $472,500 |
| 6/26/2023 |
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Michael J. Burbach |
| $475,000 |
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| $494,000 |
| 6/26/2023 |
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Mark S. Silver |
| $435,000 |
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| $456,750 |
| 6/26/2023 |
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John E. Orth |
| $346,500 |
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| $360,360 |
| 6/26/2023 |
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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 criterion)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 in effect at November 30 of the applicable AIP plan year. NoUnder the AIP, no cash AIP bonuses are payable unless we achievethe Company achieves the performance thresholds set for the performance period. The Compensation Committee and our Board generally view the use of cash AIP bonuses as an effective means to compensate our named executive officers for achieving our annual financial goals. In general, a participant must be employed by the Company or its subsidiaries through the end of the AIP plan year in order 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 44.59.
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 & Secretary,Chief Human Resources Officer) who makes a recommendation to the CEO regarding any percentage adjustments for each officer reporting to the CEO.CEO (other than himself, which the CEO determines). This recommendation is based on a review of competitive marketthe same factors and retention considerations.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 & SecretaryChief 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’ salaries.bonus target percentages. The Compensation Committee members then review the target bonus percentage recommendations and, after any adjustments, determine the officers’each officer’s target bonus percentagespercentage on behalf of the Company.Company, except for the CEO’s bonus targets, which the Compensation Committee recommends to the Board for approval. In determining target bonus percentagepercentages 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 2017the year that each of the two percentages was in effect unless determined otherwise by the Compensation Committee.
20172023 Annual Incentive Plan
In 2017,February 2023, the Company’s 20172023 annual incentive plan (the “2017“2023 AIP”) was approved under the 2014 Omnibus Incentive Plan (the “Omnibus Plan”).by our Compensation Committee. The target 20172023 AIP bonusesbonus targets for our named executive officers are expressed as a percentage of their annual base salary rates in effect on November 30, 2017.2023. Each such target was determined in accordance with the process described above.
With respect to the named executive officers’ target bonus percentages for 2017, Mr. Silver considered the Peer Group information in determining his target bonus percentage adjustment recommendations. Mr. Silver also presented this information to Mr. Lehner in connection with his recommendations regarding the target bonus percentages of such named executive officers (other than Mr. Lehner) and to the Compensation Committee with respect to his recommendations regarding the target bonus percentage for Mr. Lehner. In March 2017,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 other named executive officers as set forth in the below table effective January 2017.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 | 2023 target bonus | |
Edward J. Lehner | 125% | |
James J. Claussen | 75% | |
Michael J. Burbach | 75% | |
Mark S. Silver | 70% | |
John E. Orth | 65% | |
For the 20172023 AIP, it was determined that a combination of earnings before interest, taxes, depreciation, amortization reorganization, and other adjustments (“EBITDAR”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. EBITDARAdj. 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 utilization of our working capital.enterprise value. These performance measures’ thresholds and targets are set such that they exceed fixed cash commitments.
RYERSON 2024 Proxy Statement |41
Executive Compensation
EBITDAR
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 EBITDARAdj. 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 EBITDARAdj. EBITDA, excl. LIFO minus the Cost of Capital.
For Messrs. Lehner and Schnauferour named executive officers, 50% of their bonus opportunity for 20172023 was based on Company (“corporate”) EBITDAR during 2017Adj. EBITDA, excl. LIFO and the remaining 50% was based on corporate EVA during 2017. For Messrs. Burbach
for 2023. The targets for each objective considered the lower fixed cash commitments, such as interest and Richardson, 30%pension expense, which accrued to the benefit of their bonus opportunity for 2017 was split equally between corporate 2017 EBITDARshareholders by way of dividends and EVA, andshare repurchases.
A reconciliation of these non-GAAP financial measures to the remaining 70% was split equally between their respective assigned regions’ 2017 EBITDAR and EVA. For Mr. Fang, 50% of his bonus opportunity for 2017 was split equally between corporate 2017 EBITDAR and EVA, and the remaining 50% was split equally between his assigned region’s 2017 EBITDAR and EVA.most comparable GAAP measure is included in Appendix A to this proxy statement.
Actual Payouts under the 20172023 AIP
In 2017,2023, the Company’s financial performance resulted in amet the threshold, but fell below the target payout level under the 20172023 AIP for corporate performance, with respect to corporate 2017 EBITDAR and EVA. The Company’s financial performance also resulted in athe payout underof approximately 83% of the 2017target AIP for Messrs. Burbach’s and Richardson’s respective assigned regions’ 2017 EBITDAR and EVA.all named executive officers. Information on the AIP achievement of each corporate target for 2017 AIP purposes is shown in the table below.
Performance Criteria (Corporate) | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2017 Performance* | Payout Percentage Performance |
2017 EBITDAR | $174.0M | $208.0M | $258.0M | $184.1M | 73.2% |
2017 EVA | ($500,000) | $28.0M | $80.0M | $5.9M | 71.7% |
* Performance criteria evaluated excluding the impact of hurricanes and SAP conversion of approximately $5 million.
The named executive officers’ bonus opportunities under the 2017 AIP are set forth in the table below.
Named Executive Officer | Base Salary(1) | Target 2017 AIP Bonus (as a percentage of Base Salary) | Target 2017 AIP Bonus (dollar amount) | Actual 2017 AIP Award Paid |
Edward J. Lehner | $850,000 | 115% | $977,500 | $707,759 |
Erich S. Schnaufer | $310,000 | 55% | $170,500 | $123,451 |
Michael J. Burbach | $405,000 | 75% | $303,750 | $182,296 |
Kevin D. Richardson | $405,000 | 75% | $303,750 | $319,028 |
See Leong Fang | $300,000 | 55% | $165,000 | $161,175 |
(1) As of November 30, 2017.
Retention Bonus Plan
On July 23, 2014, the Board adopted a new retention plan called the Ryerson Holding Corporation Retention Bonus Plan (the “Retention Bonus Plan”), which is intended to incentivize certain of our employees to continue with the Company following the IPO. Our Board administers the Retention Bonus Plan and is authorized to, among other things, construe, interpret and implement the plan, to prescribe, amend and rescind rules and regulations relating to the plan and make any other determinations that it deems necessary or advisable for the administration of the plan. The Board may also delegate to certain members of the Board, our officers or employees, or other committees, the authority, subject to such terms as the Board determines appropriate, to perform such functions, including but not limited to administrative functions. Any action of the Board (or its authorized delegates) will be final, conclusive, and binding on all persons, including the Company and plan participants.
Under the Retention Bonus Plan, participants were granted a number of units, which corresponds to their allocation of the total bonus pool that may be awarded under the plan. The total number of units that were made available for grant under the plan was 10,000,000 units, and the total amount of the bonus pool allocated among participants was $10,000,000. Eachlevels of our named executive officers participatesfor 2023 AIP purposes and actual 2023 AIP payouts are shown in the Retention Bonus Plantables below.
Performance Criteria (Corporate) | Threshold | Target | Maximum | 2023 |
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2023 EBITDA excl. LIFO |
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Company Group(1) |
| 125.0 |
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| 225.0 |
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| 325.0 |
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| 231.1 |
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2023 EVA |
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| (55.0) |
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| 85.0 |
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Named Executive Officer | Base Salary | Target 2023 | Target 2023 | Actual 2023 | ||||||||
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Edward J. Lehner |
| $1,200,000 |
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| 125% |
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| $1,250,480 |
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James J. Claussen |
| $472,500 |
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| 75% |
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| $354,375 |
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Michael J. Burbach |
| $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 |
| $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 |
| $360,360 |
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| $234,234 |
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AIP and Discretionary Bonuses
In the
following number of units: Mr. Lehner, 1,574,803 units; Mr. Schnaufer, 393,700 units; Mr. Burbach, 1,338,583 units; Mr. Richardson, 1,338,583 units; and Mr. Fang, 1,181,102 units.
The named executive officers’ units vested 20% upon the effectiveness beginning of the IPOfiscal year, we establish performance measures for determining the payable AIP bonus. The Compensation Committee and vest 20% on eachour Board generally view the use of the next four anniversaries of the effectiveness of the IPO; provided that (i) all unvested units would be accelerated and vest immediatelyAIP bonuses as of the date the Company achieves a TTM EBITDAR of $400 million or greater; (ii) any units scheduledan effective means to vest on the third anniversary of the IPO would be accelerated and vest immediately as of the date the Company achieves a TTM EBITDAR of at least $325 million (but less than $400 million) prior to the third anniversary of the IPO; (iii) any units scheduled to vest on the fourth anniversary of the IPO would be accelerated and vest immediately as of the date the Company achieves a TTM EBITDAR of at least $280 million (but less than $400 million); and (iv) all unvested units would be accelerated and vest immediately as of the date Platinum ceases to hold at least 5% of the outstanding shares ofcompensate our common stock. Payment of vested bonus amounts is made on the next payroll date after vesting that is at least five business days after the applicable vesting date. For purposes of the Retention Bonus Plan (i) “TTM EBITDAR” means the trailing twelve month period of EBITDAR, and (ii) “EBITDAR” 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, asset impairment expenses, and other charges.
RYERSON 2024 Proxy Statement |42
Executive Compensation
In August 2017, 20% of the units of the
named executive officers vestedfor rewarding performance and were paidachieving 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 cash as set forthorder to reward performance and motivate. The Board approved a one-time discretionary bonus for Mr. Lehner in the table below,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 third anniversaryCompany 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 IPO:
On a participant’s termination of employmentbonus 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 without “cause” (as defined in the plan), for “good reason” (as defined in the plan), due to death or “disability” (as defined in the plan) or upon a voluntary resignation that the Board determines in its sole discretion to treat as a “qualified retirement,” any unvested units shall immediately vest and become payable on the next payroll date after vesting that is at least five business days after the date of termination. On all other terminations of employment prior to vesting, any unvested units and corresponding bonus amounts will be forfeited.Company.
Long-Term Incentive Plan (“LTIP”)
In March 2017, the Company granted equity awards to some of its employees, including its named executive officers. The Compensation Committee expects that the Company will grant equity awards to select employees on an annual basis under an LTIP in order 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 35,50, 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 prior toat the IPO.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 annually the design of the LTIP annually for the upcoming year and to make LTIP equity awards to named executive officers on an annual basis.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 & Secretary,Chief Human Resources Officer, initially discuss and determine the initialannual 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 the type and size of awards 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, tax-deductibility, 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
2017
2023 LTIP – Type of Equity Granted and Performance Metrics
Ryerson management presented Peer Group dataIn March 2023, the Company granted LTIP awards in the form of RSUs and other general survey data from Vivient regarding long-term incentive awardsPSUs to the Compensation Committee. This data included information regarding award types, mixsome of awards and award vesting periods. After consideration of the information and management’s recommendations, in March 2017 the Board approved the 2017 LTIP and the named executive officers’ LTIP awards.
Under the 2017 LTIP, ourits employees, including its named executive officers, received a combinationas part of RSUs and PSUs. its regular grant cycle. No other form of LTIP award was granted.
Each of our named executive officer’s 20172023 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 improvingsuccessful financial performance.
The RSUs and PSUs awarded underperformance of the 2017 LTIP were granted in March 2017.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”)
A restricted stock unitAn 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 will 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.date (unless otherwise determined by the Compensation Committee).
Under the form of RSU award agreement applicableRSUs granted to the RSUs under the 2017 LTIP, holders of the RSUsour named executive officers accrue dividend equivalents with respect to the RSUs in the event the Company declares a cash dividend on its common stock, but theythe 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 performance unitPSU 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 20172023 LTIP will vest, if at all, afteron the later to occur of (x) the third anniversary of the PSU grant date.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 20172023 through 20192025 (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 20172023 LTIP.
RYERSON 2024 Proxy Statement |44
Executive Compensation
Under the form of PSU award agreement applicablePSUs granted to the PSUsour named executive officers under the 20172023 LTIP holders ofdo not provide the PSUs have noholder 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.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 –objectives: (i) a “Cumulative Adjusted EBITDA” performance objective, and (ii) a “Cumulative Managerial Controllable Free Cash Flow” performance objectiveobjective.
For these purposes, “Cumulative Adjusted EBITDA” means the sum of Adjusted EBITDA and (ii) a “Relative Free Cash Flow Yield” performance objective.
“Cumulativenet 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 Company’s 2017, 2018 and 2019 fiscal yearsPSU 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.
“Relative Free Cash Flow Yield” determination begins by calculating the Company’s “Free Cash Flow Yield,” which is defined as (A) divided by (B), where (A) is cash flow from operating activities, less capital expenditures, plus proceeds from the sale of assets (“Free Cash Flow”) for a fiscal year during the Performance Period (all as reported on the Company’s Form 10-K), and (B) is stock market capitalization for the last day of such fiscal year. The same calculation for each comparative fiscal year during the Performance Period is performed for a group of the Company’s publicly traded direct competitors (the “LTIP Competitors Group”) by summing the LTIP Competitors Group’s Free Cash Flows and dividing by their aggregate equity market capitalizations on the last day of such fiscal year to compute a LTIP Competitors Group equity market capitalization weighted Free Cash Flow Yield. Relative Free Cash Flow Yield is determined by comparing the Company’s Free Cash Flow Yield metric against the LTIP Competitors Group’s for each fiscal year 2017, 2018 and 2019. A positive Relative Cash Flow Yield exists for a fiscal year if the Company’s Free Cash Flow Yield for that year is greater than that of the LTIP Competitors Group for the same year.
Determining PSUs Earned and Award RangeRange
The actual number of PSUs if any,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 and Relative Free Cash Flow Yield formeasured in total during the Performance Period. In order for any PSUs to be earned for thePSU Performance Period both (i)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 must be achieved at a level at leastmetric. 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 theor greater than a specified threshold dollar amount for such performance level, and (ii) Relative Free Cash Flow Yield must be positive in at least one of the three years measured duringobjective for the Performance Period. If both such conditions are met,a performance objective is achieved at threshold but not exceeded, half of the numberPSUs relating to that performance objective will vest. If the target for a performance objective is achieved or exceeded, 100% of the PSUs earnedrelating 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 equal to one-thirdinterpolated on a straight-line basis. If performance for either objective is below the applicable threshold, none of the target number ofcorresponding PSUs set forth in Section 1, multiplied by (i) the number of years during the will be earned.
Performance Criteria | Threshold | Target | ||||
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. Overall attainment is predicated on attainment of the Relative Free Cash Flow Yield, which is dependent in part upon the performance of the LTIP Competitors Group. 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
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Named Executive Officer 20172023 LTIP Awards
In March 2017,February 2023, after review of management’s recommendations regarding the type and size of 20172023 LTIP awards to the named executive officers, the Board awarded the named executive officers the following 20172023 LTIP awards, which were granted in March 2017.2023:
Named Executive Officer | PSUs (units) | RSUs (units)* |
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Edward J. Lehner | 63,650 | 31,350 | 73,700 |
| 36,300 |
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Erich S. Schnaufer | 16,750 | 8,250 | ||||||
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James J. Claussen |
| 23,450 |
| 11,550 |
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Michael J. Burbach | 16,750 | 8,250 | 23,450 |
| 11,550 |
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Kevin D. Richardson | 16,750 | 8,250 | ||||||
See Leong Fang | 10,050 | 4,950 | ||||||
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Mark S. Silver |
| 16,750 |
| 8,250 |
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John E. Orth | 11,725 |
| 5,775 |
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*
The Board approved 2017the 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 20172023 LTIP equity awards granted to our named executive officers, including the threshold and target award amounts for the PSUs, granted to each of our named executive officers, is included in the table below under “Grants of Plan-Based Awards,” on page 38.52.
RYERSON 2024 Proxy Statement |47
Retirement Benefits
Qualified Savings Plans
Defined Contribution 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.
Our Board reviewed the basic employee matching contribution policy underAll of our named executive officers participated in the 401(k) Plan on the same basis as our other employees in 2013 and concluded that it was competitive as compared to that of other employers. With respect to the 401(k) Plan, in 2017,2023. 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. All of our named executive officers participated in the 401(k)
Nonqualified Savings Plan on the same basis as our other employees in 2017.
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 2017,2023, 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, 2017, Messrs.2023, Mr. Burbach and Richardson each had an aggregate account balance under the nonqualified savings plan, equal to $11,173 and $36,367, respectively. For additional information, see “Nonqualified Deferred Compensation,” below on page 43.$12,350.
Qualified Pension Plan
Pension Plans
WeThe Company currently sponsorsponsors the Ryerson Pension Plan, a qualified defined benefit pension plan. Of our named executive officers, only Messrs.Mr. Burbach and Richardson werewas 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 Mr.
Richardson wasunder 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 participateeligible 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 Ryersonhighest 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 under the Ryerson Pension Plan Supplement for Salaried Employees of Ryerson Inc. and Certain Subsidiaries, which was frozen as of December 31, 1997.
We also sponsor the Integris Metals, Inc. Excess Retirement Benefit Plan, a nonqualified supplemental pension plan, in which only Mr. Burbach participated.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. Mr. Richardson’s combined frozen pension benefit from these pension plans is approximately $13,227 annually upon his retirement; due to the length of his service at the Company, Mr. Richardson could retire at any time and receive this benefit. These plans are described in further detail below under “Pension Benefits,” on page 42.58.
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. Mr. Lehner’sThe Employment Agreement and the otherAgreements with our named executive officers’ employment agreementsofficers are described in more detail under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards - Employment Agreements,” below on page 39. Mr. Lehner’s Employment Agreement is also further described under “Mr. Lehner’s Employment Agreement,” above on page 25.59. The estimates of the value of the benefits potentially payable under these agreements (if any) upon a terminationcertain terminations of employment or change of control are included under “Potential Payments Upon Termination or Change in Control,” below on page 44.59.
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
Tax Considerations and Deductibility of Compensation
In general, Section 162(m) of the Internal Revenue Code of 1986, (the “Section 162(m)”), as amended (the “Code”) generally disallows public companiesdenies a taxpublicly held corporation a deduction for federal income purposes for compensation in excess of $1 million per year paid to their chief executive officers and certain other named executive officers, unless an exemption applies. We have relied on transitional relief under Section 162(m) that exempts newly-public companies from the limitations on deductibility, for so long as such transition rules apply to us.“covered employees.” The transition period applicable to us for Section 162(m) will expire as of the date of our 2018 annual meeting. The named executive officers’ compensation for 2017 was deductible for purposes of Section 162(m). Following the transition period, 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.
In addition, prior to December 2017, compensation that constituted “qualified performance-based compensation” was excluded for purposes of calculating the amount of compensation subject to the $1 million limit under Section 162(m). Under the tax reform legislation passed in December 2017, generally referred to as the Tax Cuts and Jobs Act, the “qualified performance-based compensation” exemption was eliminated.
Executive Stock Ownership Guidelines
In June 2015, theDecember 2023, our Board establishedupdated our stock ownership guidelines for our executive officers, including allour 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.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:
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 purchased by the executive officerof 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.
Based on the closing price per share of our common stock on the NYSE on December 29, 2017, of $10.40 per share, the last trading day of fiscal year 2017, as of that date our continuing named executive officers held the following percentages of their base salaries at that date: Mr. Lehner, 172%; Mr. Schnaufer, 62%; Mr. Burbach, 154%; Mr. Richardson, 187%; and Mr. Fang, 65%.
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. Therefore, ourWe have an insider trading policy prohibits such persons from engaging in short salesthat governs the purchase, sale and other dispositions of our securities by our directors, officers, and certain other inherently speculative transactions in our securities.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 2016,accordance with the Compensation Committee engaged Vivient, as executive compensation consultant to provide informationapplicable rules, in connection with an accounting restatement our policy requires recoupment of certain erroneously awarded incentive compensation paid to our executive officers if the Company’s design of itsamounts paid were based on a financial reporting measure and the executive officer received more incentive compensation program for 2017 and 2018. In December 2017, Ryerson management presented Peer Group data and other general survey data from Vivient toduring the Compensation Committee. The Compensation Committee and Board consideredthree completed fiscal years preceding the information in making compensation decisions in March 2018.
With respect to the base salariesdate of the named executive officers, on March 8, 2018 the Compensation Committee approved increases in annual base salary for Mr. Lehner from $850,000 to $875,500, for Mr. Burbach from $405,000 to $417,000, for Mr. Richardson from $405,000 to $417,000, for Mr. Schnaufer from $310,000 to $325,000, and for Mr. Fang from $300,000 to $315,000. Mr. Silver recommended annual base salary adjustments for the named executive officers otheraccounting restatement than the CEO to Mr. Lehnerthey would have received had such compensation been determined based on competitive market data, individual performance and Company budget considerations. Mr. Lehner reviewed and approved these recommendations for consideration by the Compensation Committee. Mr. Silver also recommended directlyrestated amounts, without regard to the Committee a base salary adjustment for Mr. Lehner. The base salary adjustments approved in March 2018 will become effective in July 2018.any fault or misconduct.
Recommendation
As set forth in the “Compensation Committee Report” above on page 22,31, the committee has reviewed this Compensation Discussion and Analysis and recommended its inclusion in this proxy statement.
RYERSON 2024 Proxy Statement |50
Compensation Tables
Compensation Tables
The following table presents compensation information for Mr. Lehner, our President & CEO; Mr. Schnaufer, ourClaussen, EVP and CFO; and Messrs. Burbach, RichardsonOrth and Fang,Silver, our three next most highly compensated executive officers serving on December 31, 2017. It presents compensation information for Messrs. Lehner, Schnaufer, Burbach and Richardson for the last three years, and compensation information for Mr. Fang for 2016 and 2017 only, since he was not a named executive officer in prior years.2023.
For Fiscal Year Ended December 31, 20172023
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($)(1) (d) | Stock ($)(2) (e) | Non-Equity Incentive Plan Compensation ($)(3) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) (h) | All Other Compensation ($)(5) (i) | Total ($) (j) | ||||||||||||||||||||||||
Edward J. Lehner, President & CEO | 2017 | $ | 835,000 | $ | 707,759 | $ | 1,197,000 | $ | 314,961 | — | $ | 16,123 | $ | 3,070,843 | ||||||||||||||||||
2016 | $ | 697,500 | $ | 840,664 | 583,800 | $ | 314,961 | — | $ | 168,348 | $ | 2,605,273 | ||||||||||||||||||||
2015 | $ | 598,481 | $ | 100,000 | 656,100 | $ | 314,961 | — | $ | 134,310 | $ | 1,803,852 | ||||||||||||||||||||
Erich S. Schnaufer, CFO | 2017 | $ | 302,500 | $ | 123,451 | $ | 315,000 | $ | 78,740 | — | $ | 14,609 | $ | 834,300 | ||||||||||||||||||
2016 | $ | 292,981 | 159,970 | $ | 139,000 | $ | 78,740 | — | $ | 13,944 | $ | 684,635 | ||||||||||||||||||||
2015 | $ | 246,681 | $ | — | $ | 54,675 | $ | 78,740 | — | $ | 11,866 | $ | 391,962 | |||||||||||||||||||
Michael J. Burbach, President, North-West Region | 2017 | $ | 397,500 | $ | 182,296 | $ | 315,000 | $ | 267,717 | $ | 108,002 | $ | 16,321 | $ | 1,286,836 | |||||||||||||||||
2016 | $ | 382,500 | $ | 424,218 | $ | 139,000 | $ | 267,717 | $ | 65,408 | $ | 15,952 | $ | 1,294,795 | ||||||||||||||||||
2015 | $ | 358,872 | $ | — | 182,250 | $ | 267,717 | — | $ | 14,492 | $ | 823,331 | ||||||||||||||||||||
Kevin D. Richardson, President, South-East Region | 2017 | $ | 395,350 | $ | 319,028 | $ | 315,000 | $ | 267,717 | $ | 18,306 | $ | 16,306 | $ | 1,331,707 | |||||||||||||||||
2016 | $ | 382,500 | 260,514 | $ | 139,000 | $ | 267,717 | 10,391 | $ | 15,952 | $ | 1,076,074 | ||||||||||||||||||||
2015 | $ | 358,872 | $ | — | 182,250 | $ | 267,717 | $ | — | $ | 14,492 | $ | 823,331 | |||||||||||||||||||
See Leong Fang Executive Vice President, Global Operations and President, Asia | 2017 | $ | 296,800 | $ | 161,175 | $ | 189,000 | 236,220 | — | $ | 16,626 | $ | 899,821 | |||||||||||||||||||
2016 | $ | 296,800 | $ | 63,917 | $ | 41,700 | $ | 236,220 | — | $ | 16,240 | $ | 654,877 |
Name and Principal |
| Year |
| Salary |
| Bonus |
| Stock |
| Option |
| Non-Equity |
| Change in |
| All Other |
| Total | |||||||
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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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|
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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|
|
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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|
|
|
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|
|
|
|
|
|
| 2021 |
| 420,682 |
| — |
|
| 596,400 |
|
| 81,450 |
|
| 631,126 |
|
| — |
|
| 38,894 |
|
| 1,768,552 |
|
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|
|
|
|
|
Michael J. Burbach |
| 2023 |
| 484,500 |
| — |
|
| 1,273,300 |
|
| — |
|
| 308,869 |
|
| 3,512 |
|
| 38,600 |
|
| 2,108,781 |
|
|
|
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|
|
|
|
|
COO(8) |
| 2022 |
| 462,500 |
| — |
|
| 1,225,700 |
|
| — |
|
| 712,500 |
|
| — |
|
| 32,054 |
|
| 2,432,754 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
| 444,483 |
| — |
|
| 596,400 |
|
| 81,450 |
|
| 675,000 |
|
| 17,539 |
|
| 19,382 |
|
| 1,834,254 |
|
|
|
|
|
|
|
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|
|
|
|
|
Mark S. Silver |
| 2023 |
| 445,875 |
| — |
|
| 909,500 |
|
| — |
|
| 266,540 |
|
| — |
|
| 29,573 |
|
| 1,651,488 |
|
|
|
|
|
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|
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|
|
|
|
|
|
EVP, General Counsel & |
| 2022 |
| 423,800 |
| — |
|
| 787,950 |
|
| — |
|
| 609,000 |
|
| — |
|
| 24,986 |
|
| 1,845,736 |
|
|
|
|
|
|
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|
|
|
|
|
Chief Human Resources Officer |
| 2021 |
| 393,850 |
| — |
|
| 383,400 |
|
| 81,450 |
|
| 577,640 |
|
| — |
|
| 15,986 |
|
| 1,452,326 |
|
|
|
|
|
|
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|
|
|
|
|
|
John E. Orth |
| 2023 |
| 353,430 |
| — |
|
| 636,650 |
|
| — |
|
| 195,270 |
|
| — |
|
| 25,712 |
|
| 1,211,062 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
EVP, Operations |
| 2022 |
| 330,750 |
| — |
|
| 525,300 |
|
| — |
|
| 450,450 |
|
| — |
|
| 22,564 |
|
| 1,329,064 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 |
| 301,875 |
| — |
|
| 255,600 |
|
| 81,450 |
|
| 378,000 |
|
| — |
|
| 16,026 |
|
| 1,032,951 |
|
|
|
|
|
|
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|
(1) Base salary increases, if any, were implemented during the year; therefore, amounts shown in this column may not exactly match the base salaries disclosed as 2023 base salaries in the CD&A. For additional information on when base salary increases where implemented, please see “Compensation Discussion and Analysis - 2023 Base Salaries” above on page 40. (2) For 2023, the amount in this column reflects a discretionary, one-time bonus awarded to Mr. Lehner, which is subject to forfeiture in the event his employment with the Company terminates due to a voluntary resignation or an involuntary resignation for “cause” prior to December 31, 2025 but otherwise was fully earned upon grant in 2023. For additional information regarding Mr. Lehner’s bonus see “- Compensation Discussion and Analysis – AIP and Discretionary Bonuses”, above on page 42. (3) The amounts in this column reflect the aggregate grant date fair values of the RSUs and the PSUs awarded to the named executive officers on March 31, 2023, under the 2023 LTIP, as further described above under “Long-Term Incentive Plan (“LTIP”),” on page 43, and below under “Grants of Plan-Based Awards,” on page 53. The grant date fair value of these awards was computed in accordance with FASB ASC Topic 718 and the per-unit grant date fair value of each award was determined to be the closing price per share of our common stock on the day of grant. This determination with respect to the PSUs assumes that the PSUs will be earned at target performance levels, which is also the highest level of performance for such awards, and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined | ||
For 2017, we estimate that the ratio of the median of the annual total compensation of all of our employees excluding our CEO ($57,330) to the annual total compensation of our CEO ($3,070,843) was 53:1. We used the following steps to determine the annual total compensation of our median employee:
• Identify the employees to be included in the calculation. As of December 31, 2017 (the “determination date”) we had a total of 3,567 full-time and part-time employees worldwide, not including our CEO. Of these, 171 are employed at business units acquired during 2017 (Guy Metals, Inc. and The Laserflex Corporation), which were therefore excluded from the calculation. As employees based in Mexico represent less than 2.09% of our total employees (excluding recent acquisitions), such employees excluded from the calculation as de minimis. The remaining pool of 3,325 employees (the “employee pool”) were employed in the United States, Canada, and China.
• Calculate the compensation of each of the employees in the employee pool. Based on payroll records, we calculated the gross earnings of each employee in the employee pool for the 12 months ending December 31, 2017. We annualized gross earnings for those full-time and part-time employees who were employed by us for less than one year as of the determinationgrant date. Gross earnings for employees outsideFor additional information, including a discussion of the United States were convertedassumptions used to USD.
• Determinecalculate these values, please see Note 11 of the median employee basedConsolidated Financial Statements contained in our Fiscal Year 2023 Annual Report on gross earnings. To determineForm 10-K.
RYERSON 2024 Proxy Statement |51
Compensation Tables
• Calculate the annual total compensation for the median employee. We then calculated the annual total compensationCompany effective January 11, 2021.
ForThe 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, 20172023.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock | ||||||||||||||||||||||||||||||||||||
Name (a) | Plan | Grant Date (b) | Date of Approval Action(1) (b) | Threshold ($)(2) (c) | Target ($)(2) (d) | Maximum ($)(2) (e) | Threshold (#)(3) (f) | Target (#)(3) (g) | Maximum (#)(3) (h) | Awards: Number of Shares of Stock or Units (#)(4) (i) | Grant Date Fair Value of Stock and Option Awards ($)(5) (l) | |||||||||||||||||||||||||||
Edward J. Lehner | 2017 AIP | 3/7/17 | 3/7/17 | $ | 488,750 | $ | 977,500 | $ | 1,955,000 | — | — | — | — | — | ||||||||||||||||||||||||
2017 LTIP RSU | 3/31/17 | 3/7/17 | — | — | — | — | — | — | 31,350 | $ | 395,010 | |||||||||||||||||||||||||||
2017 LTIP PSU | 3/31/17 | 3/7/17 | — | — | — | 31,825 | 63,650 | 63,650 | — | $ | 801,990 | |||||||||||||||||||||||||||
Erich S. Schnaufer | 2017 AIP | 3/7/17 | 3/7/17 | $ | 85,250 | $ | 170,500 | $ | 341,000 | — | — | — | — | — | ||||||||||||||||||||||||
2017 LTIP RSU | 3/31/17 | 3/7/17 | — | — | — | — | — | — | 8,250 | $ | 103,950 | |||||||||||||||||||||||||||
2017 LTIP PSU | 3/31/17 | 3/7/17 | — | — | — | 8,375 | 16,750 | 16,750 | — | $ | 211,050 | |||||||||||||||||||||||||||
Michael J. Burbach | 2017 AIP | 3/7/17 | 3/7/17 | $ | 151,875 | $ | 303,750 | $ | 607,500 | — | — | — | — | — | ||||||||||||||||||||||||
2017 LTIP RSU | 3/31/17 | 3/7/17 | — | — | — | — | — | — | 8,250 | $ | 103,950 | |||||||||||||||||||||||||||
2017 LTIP PSU | 3/31/17 | 3/7/17 | — | — | — | 8,375 | 16,750 | 16,750 | — | $ | 211,050 | |||||||||||||||||||||||||||
Kevin D. Richardson | 2017 AIP | 3/7/17 | 3/7/17 | $ | 151,875 | $ | 303,750 | $ | 607,500 | — | — | — | — | — | ||||||||||||||||||||||||
2017 LTIP RSU | 3/31/17 | 3/7/17 | — | — | — | — | — | — | 8,250 | $ | 103,950 | |||||||||||||||||||||||||||
2017 LTIP PSU | 3/31/17 | 3/7/17 | — | — | — | 8,375 | 16,750 | 16,750 | — | $ | 211,050 | |||||||||||||||||||||||||||
See Leong Fang | 2017 AIP | 3/7/17 | 3/7/17 | $ | 82,500 | $ | 165,000 | $ | 330,000 | — | — | — | — | — | ||||||||||||||||||||||||
2017 LTIP RSU | 3/31/17 | 3/7/17 | — | — | — | — | — | — | 4,950 | $ | 63,370 | |||||||||||||||||||||||||||
2017 LTIP PSU | 3/31/17 | 3/7/17 | — | — | — | 5,025 | 10,050 | 10,050 | — | $ | 126,630 | |||||||||||||||||||||||||||
|
|
|
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|
|
|
| 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 | ||||||||
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|
|
Edward J. Lehner |
| 2023 AIP(2) |
|
|
|
|
| 375,000 |
|
| 1,500,000 |
|
| 3,000,000 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
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|
|
|
|
| 2023 LTIP RSU(1)(4) |
| 3/31/23 |
| 2/15/23 |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 36,300 |
|
| 1,320,594 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
| 2023 LTIP PSU(1)(3) |
| 3/31/23 |
| 2/15/23 |
| — |
|
| — |
|
| — |
|
| 36,850 |
|
| 73,700 |
|
| — |
|
| — |
|
| 2,681,206 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
James J. Claussen |
| 2023 AIP(2) |
|
|
|
|
| 84,375 |
|
| 337,500 |
|
| 675,000 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 LTIP RSU(1)(4) |
| 3/31/23 |
| 2/15/23 |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 11,550 |
|
| 420,189 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
| 2023 LTIP PSU(1)(3) |
| 3/31/23 |
| 2/15/23 |
| — |
|
| — |
|
| — |
|
| 11,725 |
|
| 23,450 |
|
| — |
|
| — |
|
| 853,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
EachIn 2023, each of our named executive officers was a participant in the 2017 Long-Term Incentive Plan,2023 LTIP and the 2017 Annual Incentive Plan. Messrs. Lehner, Schnaufer, Burbach and Richardson were participants in the Retention Bonus Plan.2023 AIP. For additional information on the 20172023 LTIP, please see “Long-Term Incentive Plan (“LTIP”),” above on page 30,43, for additional information on the 2017 Annual Incentive Plan,2023 AIP, please see “2017“2023 Annual Incentive Plan,” above on page 28, and for additional information on the Retention Bonus Plan, please see “Retention Bonus Plan,” above on page 29. We are also party to employment agreements with each of our named executive officers as described below. References to termination for “cause” or for “good reason” relate to the terms as defined in the applicable employment agreements.41.
Employment Agreements
Mr. Lehner
Mr. Lehner’s 2015 Employment Agreement and Non-Competition Agreement
In May 2015, theThe Company and Mr. Lehner entered into a newan employment agreement for Mr. Lehner pursuant to servewhich he serves as our President & CEO. Mr. Lehner’s Employment Agreement which is also further described under “Mr. Lehner’s Employment Agreement,” above on page 25, 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. Schnaufer, Burbach and RichardsonClaussen
We entered into an employment agreementsagreement with Messrs. Schnaufer,Mr. Burbach and Richardson in September 2005, January 2005 and December 2004, respectively, in connection with their respective positions at those times.2005. The employment agreements haveagreement 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, including by a most recent amendment in April 2009.modified. The ongoing terms of the three agreements areMr. Burbach’s employment is substantially the same and areis 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“cause” or by himthe executive for good reason, he“good reason” (each as defined in the applicable employment agreement), the executive will be entitled to continue to receive histhe 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 histhe executive’s termination date and ending on the earlier of (i) the
twelfth month after the termination date, (ii) the date hethe 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 histhe executive’s death or the date hethe 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 himthe executive in the three years immediately preceding histhe executive’s termination date, payable in the first quarter of the year following the year of histhe executive’s termination. Further, hethe executive may be eligible for a pro-rated portion of the Annual Incentive Plan award for the year of histhe executive’s termination, based on the number of months during that year that elapsed prior to histhe 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 histhe 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 histhe 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 histhe 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 Mr. Schnaufer’s, Mr.Messrs. Burbach’s and Mr. Richardson’sClaussen’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
Mr. Fang
In MarchJanuary 2013, we entered into an employment agreement with Mr. FangSilver in connection with his initial employment as Vice President Asia.and Managing Counsel. The agreement has remained in effect since that time, although provisions regarding position title, duties, and perquisitesduties and compensation provisions such as housing, annual base salary and other compensation items have been modified. The agreement provides that either Mr. FangSilver 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
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.
Stock Awards | ||||||||||||||||
Name (a) | Number of Shares or Units of Stock That Have Not Vested (#)(1) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) (j) | ||||||||||||
Edward J. Lehner | 62,370 | $ | 648,648 | 182,240 | $ | 1,895,296 | ||||||||||
Erich S. Schnaufer | 14,410 | $ | 149,864 | 37,520 | $ | 390,208 | ||||||||||
Michael J. Burbach | 15,950 | $ | 165,880 | 46,900 | $ | 487,760 | ||||||||||
Kevin D. Richardson | 15,950 | $ | 165,880 | 46,900 | $ | 487,760 | ||||||||||
See Leong Fang | 7,260 | $ | 75,504 | 19,095 | $ | 198,588 |
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 RSU Award(3) |
| 3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 36,300 |
|
| 1,258,884 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2023 PSU Award(4)(7) |
| 3/31/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| 73,700 |
|
| 2,555,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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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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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Claussen |
| 2021 RSU Award(3) |
| 3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,850 |
|
| 133,518 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 PSU Award(4)(5) |
| 3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 23,450 |
|
| 813,246 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 RSU Award(3) |
| 3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7,700 |
|
| 267,036 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 PSU Award(4)(6) |
| 3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| 23,450 |
|
| 709,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
| — |
|
| — |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Burbach |
| 2021 RSU Award(3) |
| 3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,850 |
|
| 133,518 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2021 PSU Award(4)(5) |
| 3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 23,450 |
|
| 813,246 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 RSU Award(3) |
| 3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7,700 |
|
| 267,036 |
|
| — |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2022 PSU Award(4)(6) |
| 3/31/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
| — |
|
| 23,450 |
|
| 709,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 | $625.0M | ||
RYERSON 2024 Proxy Statement |57
Compensation Tables
2023 Option Exercises and Stock Vested
Stock awards | ||||||||
Name (a) | Number of shares acquired on vesting (#) (d) | Value realized on vesting ($) (1) (e) | ||||||
Edward J. Lehner | 19,470 | $ | 207,702 | |||||
Erich S. Schnaufer | 3,410 | $ | 39,831 | |||||
Michael J. Burbach | 4,950 | $ | 51,920 | |||||
Kevin D. Richardson | 4,950 | $ | 51,920 | |||||
See Leong Fang | 1,485 | $ | 18,711 |
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 | ||||||||||
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Name |
| Number of |
| Value Realized |
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| Number of |
| Value Realized | ||||
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Edward J. Lehner |
| — |
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| — |
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| 106,513 |
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| $3,874,943 |
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James J. Claussen |
| — |
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| — |
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| 14,617 |
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| $531,766 |
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Michael J. Burbach |
| — |
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| — |
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| 27,482 |
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| $999,795 |
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Mark S. Silver |
| — |
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| — |
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| 22,703 |
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| $825,935 |
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John E. Orth |
| — |
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| — |
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| 11,217 |
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| $408,074 |
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Pension Benefits
The following table reflects the pension benefits of Messrs. BurbachMr. Burbach.
Name |
| Plan Name |
| Number of |
| Present |
| Payments | |||
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Michael J. Burbach |
| Ryerson Pension Plan |
| 21.67 |
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| $814,949 |
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| — |
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| Integris Metals, Inc. |
| 21.67 |
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| $144,955 |
|
| — |
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Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($)(1) (d) | Payments During Last Fiscal Year ($) (e) | ||||
Michael J. Burbach | Pension Plan | 21.67 | $ 837,646 | — | ||||
Supplemental Pension Plan | 21.67 | $ 149,901 | — | |||||
Kevin D. Richardson | Pension Plan | 12.75 | $ 145,250 | — | ||||
Of our named executive officers, only Messrs.Mr. Burbach and Richardson werewas eligible to participate in the Ryerson Pension Plan and the Integris Metals, Inc. Excess Retirement Benefit Plan, in each case, by virtue of theirhis service with the Company prior to the applicable plan supplements being frozen. Our named executive officers no longer accrue any benefit under the plan.these plans. For additional information regarding their participation, see “Pension Plans,“Qualified Pension Plan,” and “Supplemental Pension Plan” above starting on page 33.48.
RYERSON 2024 Proxy Statement |58
Nonqualified Savings Benefits
Mr. Burbach participates in the Ryerson Pension Plan under the Ryerson Pension Plan Supplement for Former Participants in the Integris Metals, Inc. Pension Plan, 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.
Mr. Richardson participates in the Ryerson Pension Plan under the Ryerson Pension Plan Supplement for Salaried Employees of Ryerson Inc. and Certain Subsidiaries, under which pension benefits are payable to eligible employees who, as of the date of separation from employment, are (i) age 65 or older with at least 5 years of vesting service, (ii) age 55 or older with at least 10 years of vesting service, or (iii) any age with at least 30 years of vesting service. Benefits may be reduced depending on age and the type of benefit for which the participant qualifies when an individual retires and/or chooses to have benefit payments begin. Benefits are reduced under (ii) above if voluntary retirement commences prior to the employee reaching age 62 with at least 15 years of vesting service. Benefits are not reduced if the age and vesting service conditions under (i) or (iii) above are met. Under this supplement, in general, benefits for salaried employees are based on two factors: (i) years of benefit service prior to the December 31, 1997 freeze date of the pension benefit, and (ii) average monthly earnings, based on the highest consecutive 36 months of earnings during the participant’s last ten years of benefit service prior to the December 31, 1997 freeze date.
The Internal Revenue Code of 1986, as amended (the “Code”), imposes annual limits on contributions to and benefits payable from our qualified pension plan. Our nonqualified supplemental pension plans provide 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.
Nonqualified Deferred Compensation
The following table reflects information regarding our named executive officers’ participation in our nonqualified savings plan.
Name |
| Executive |
| Registrant |
| Aggregate |
| Aggregate |
| Aggregate | |||||
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Michael J. Burbach |
| — |
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| — |
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| $250 |
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| — |
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| $12,350 |
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James J. Claussen |
| — |
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| — |
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| $18 |
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| — |
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| $877 |
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Name (a) | Executive Contributions in Last Fiscal Year ($) (b) | Registrant Contributions in Last Fiscal Year ($) (c) | Aggregate Earnings in Last Fiscal Year ($) (d)(2) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last Fiscal Year End ($) (f) | |||||
Michael J. Burbach | — | — | $ 168 | — | $ 11,173 | |||||
Kevin D. Richardson | — | — | $ 548 | — | $ 36,367 |
Earnings column of the Summary Compensation Table above. (2) All account balances are deferred to a cash account which is credited with interest at the monthly rate paid by our 401(k) savings plan’s |
The Code imposes annual limits on employee contributions to our 401(k) Plan. Our nonqualified savings plan is an unfunded, nonqualified plan that allows highly compensated employees who make the maximum annual 401(k) contributions to defer, on a pre-tax basis, amounts in excess of the limits applicable to deferrals under our 401(k) Plan. Participants may contribute up to a maximum of 10% of their base compensation to our nonqualified savings
plan when eligible. Our nonqualified savings plan allows deferred amounts to be notionally invested in the Managed Income Portfolio Fund II (or any successor fund) that is availablefund, which in 2023 ranged from 0.13% to the participants0.22% per month, compounded monthly. The amounts reported in our 401(k) Plan.
Generally, each ofOf our named executive officers, is eligible foronly Messrs. Burbach and Claussen participated in our nonqualified savings plan. Our named executive officers will be entitled to the vested balance ofFor additional information regarding 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 1-year anniversary of the termination of employment. None of our named executive officers made contributions to the nonqualified savings plan during 2017.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 39.53. Upon certain terminations of employment, our named executive officers (employed as of December 31, 2017)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, 20172023 in the event of (i) termination for “cause” by the Company or without “good reason” by the named executive officer (“voluntary termination”), (ii) termination other than with respect to each of Messrs, Lehner, Claussen and Burbach for “cause” or termination with “good reason” (“involuntary termination”), or (iii)(ii) termination by reason of an executive’s death or disability. The amounts shown assume that the applicable triggering event occurred on December 31, 2017,2023, 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 PSUsNSOs are forfeited upon termination for any reason.reason unless otherwise determined by the Compensation Committee. In addition to the amounts reflected below, Messrs.Mr. Burbach and Richardson would also be eligible to receive amounts in connection with their terminations,his termination, based on their participation in the Company’s pension plans and nonqualified savings plan, which are further described above under “Pension Benefits,” on page 42,above, and under “Nonqualified Deferred Compensation,Savings Benefits,” on page 43.59.
RYERSON 2024 Proxy Statement |59
Name | Severance ($)(1) | Annual Incentive Plan ($)(2) | Retention Bonus Plan ($)(3) | 3-Year AIP Average ($)(4) | Benefits Continuation ($)(5) | Total ($) | ||||||||
Edward J. Lehner | Voluntary | — | — | — | — | — | — | |||||||
Involuntary | 1,275,000 | 707,759 | 314,961 | — | 26,192 | 2,323,912 | ||||||||
Death or Disability | 65,385 | 707,759 | 314,961 | — | — | 1,088,104 | ||||||||
Erich S. Schnaufer | Voluntary | — | — | — | — | — | — | |||||||
Involuntary | 310,000 | 123,451 | 78,740 | 32,432 | 16,099 | 560,722 | ||||||||
Death or Disability | 23,846 | 123,451 | 78,740 | — | — | 226,037 | ||||||||
Michael J. Burbach | Voluntary | — | — | — | — | — | — | |||||||
Involuntary | 405,000 | 182,296 | 267,717 | 70,018 | 389 | 925,419 | ||||||||
Death or Disability | 31,154 | 182,296 | 267,717 | — | — | 481,166 | ||||||||
Kevin D. Richardson | Voluntary | — | — | — | — | — | — | |||||||
Involuntary | 405,000 | 319,028 | 267,717 | 70,018 | 683 | 1,062,445 | ||||||||
Death or Disability | 31,154 | 319,028 | 267,717 | — | — | 617,898 | ||||||||
See Leong Fang | Voluntary | — | — | — | — | — | — | |||||||
Involuntary | 28,846 | 161,175 | 236,220 | 1,107 | 427,348 | |||||||||
Death or Disability | 23,077 | 161,175 | 236,220 | 420,472 |
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 |
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| Severance |
| Annual |
| 3-Year AIP |
| Benefits |
| Total | |||||
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Edward J. Lehner |
| Involuntary |
| 1,800,000 |
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| 1,250,480 |
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| — |
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| 27,301 |
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| 3,077,781 |
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| Death or Disability |
| 92,308 |
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| 1,250,480 |
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| — |
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| — |
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| 1,342,788 |
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James J. Claussen |
| Involuntary |
| 472,500 |
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| 295,426 |
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| 533,851 |
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| 18,201 |
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| 1,319,978 |
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| Death or Disability |
| 36,346 |
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| 295,426 |
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| — |
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| — |
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| 331,772 |
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Michael J. Burbach |
| Involuntary |
| 494,000 |
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| 308,869 |
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| 565,456 |
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| 411 |
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| 1,368,736 |
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| Death or Disability |
| 38,000 |
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| 308,869 |
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| — |
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| — |
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| 346,869 |
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Mark S. Silver |
| Involuntary |
| 456,750 |
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| 266,540 |
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| — |
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| 3,104 |
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| 726,394 |
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| Death or Disability |
| 35,135 |
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| 266,540 |
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| — |
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| — |
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| 301,675 |
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John E. Orth |
| Involuntary |
| 360,360 |
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| 195,270 |
|
| — |
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| — |
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| 555,630 |
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| Death or Disability |
| 27,720 |
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| 195,270 |
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| — |
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| — |
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| 222,990 |
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