Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

~~Capital Hotel~~
~~111 West Markham Street~~
~~Little Rock, Arkansas 72201~~March 12, 2024

You are cordially invited to the ~~2018~~2024 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, 2018~~1, 2024 can vote on these proposals.

Our 2024 annual meeting of stockholders will be a virtual meeting. In order to attend the annual meeting, you must register in advance at www.proxydocs.com/RYI. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions.

Your vote is important regardless of the number of shares of stock you own. Whether you plan to attend or not, please review our proxy materials and request a proxy card to sign, date and return, or submit your voting instructions by telephone or through the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). Instructions for each type of voting are included in the Notice ~~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.

Executive Vice President, General Counsel & ~~Secretary~~Chief Human Resources Officer

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE~~
~~STOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2018: THIS PROXY STATEMENT AND THE~~
~~ANNUAL REPORT ARE AVAILABLE AT~~ ~~http://www.proxyvote.com~~.

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 ~~2018~~2024 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.

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 ~~2018~~2024 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 ~~2018~~2024 annual meeting of stockholders for each share of our stock you owned at that time. If you held stock at that time in “street name” through a broker, bank or other institution, you must either provide voting instructions to the holder or obtain a proxy, executed in your favor, from the holder to be able to vote those shares at the meeting.

Each share of Ryerson common stock is entitled to one vote. As of the close of business on March ~~2, 2018~~1, 2024 (the record date for determining stockholders entitled to vote at the annual meeting), we had ~~37,208,581~~34,018,705 shares of common stock outstanding and entitled to vote.

You are entitled to attend our ~~2018~~2024 annual meeting if you were the holder of record of shares of our common stock at the close of business on March ~~2, 2018~~1, 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.

~~The~~This year’s annual meeting will ~~occur~~be accessible through the Internet via a live audio-only webcast. You are invited to attend the annual meeting via audio-only webcast to vote on the proposals described in this proxy statement so long as you register to attend the annual meeting at 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 into~~asked to provide the control number located inside the shaded gray box on your notice or proxy card (the “Control Number”) as described in the Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) or proxy card. After completion of your registration, further instructions, including a unique link to access the annual meeting of stockholders, will be emailed to you. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. This year’s stockholder question and answer session will include questions submitted in advance of the annual meeting. You may submit a question in advance of the meeting ~~or adjacent areas. All items may be subject to search.~~at www.proxydocs.com/RYI after logging in with your Control Number.

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.

Instructions and contact information for each of these voting options can be found in our Notice of Internet Availability of Proxy Materials.

The ~~Internet~~internet and telephone voting procedures available to you are designed to authenticate stockholders’ identities, to allow stockholders to submit voting instructions and to confirm that stockholders’ voting instructions have been recorded properly. We have been advised that the ~~Internet~~internet and telephone voting procedures are consistent with the requirements of applicable law. Stockholders voting via the ~~Internet~~internet or telephone should understand that there may be costs associated with voting in this manner, such as usage charges from ~~Internet~~internet 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.

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.

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.

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.

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.

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. ~~Abstentions~~With respect to Proposal One, abstentions do not count as votes cast either for or against the proposal. With respect to Proposals Two, Three and ~~broker~~Four, 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.~~

Proposal One: ~~A nominee will be~~The director nominees who receive the most “for” votes are elected to the ~~Board if~~board until all board seats are filled. In an uncontested election, where the number of ~~votes cast~~nominees 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 ~~2018~~2024 will be approved if holders of a majority of the stock present in person at the meeting or represented by proxy vote in favor of the proposal.

Proposal ~~Three~~: 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 plurality~~The adoption of the ~~affirmative votes cast will select, on~~advisory resolution that a non-binding, advisory ~~basis the frequency of the stockholder~~ vote onto approve the compensation of our named executive ~~officers. We~~officers be held EVERY YEAR (“say-when-on-pay” vote) will be approved if holders of a majority of the stock present in person at the meeting or represented by proxy vote in favor of the proposal. However, because this proposal has three choices, it is possible that no choice will receive an affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote thereon at the 2024 annual meeting. Therefore, the Board will consider ~~stockholders to have expressed a non-binding preference for~~ the ~~frequency~~choice that receives the highest number of ~~favorable votes.~~votes as the choice supported by our stockholders.

The proxy accompanying this proxy statement is solicited on behalf of our Board for use at the annual meeting and Ryerson pays the expenses of soliciting the proxies. In addition to this solicitation by mail, our directors, officers and other employees may contact you by personal interview, telephone, electronic mail, facsimile, ~~Internet~~internet or otherwise to obtain your proxy. These persons will not receive any additional compensation for these activities. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward solicitation material to the beneficial owners of stock. We will reimburse these entities and our transfer agent for their reasonable out-of-pocket expenses in forwarding solicitation material. We have not retained the services of a proxy solicitor.

How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials?

To reduce the costs of printing and distributing proxy materials we are taking advantage of the SEC rule that allows companies to furnish their proxy materials over the ~~Internet.~~internet. As a result, we send many stockholders a notice regarding the ~~Internet~~internet availability of the proxy materials instead of a paper copy of our proxy materials. This notice explains how you can access the proxy materials over the ~~Internet~~internet, and also describes how to request to receive a paper copy of the proxy materials. If you have requested paper copies of the proxy materials, you may have received one copy of our proxy statement, annual report or Notice ~~of Internet Availability of Proxy Materials~~ for multiple stockholders in your household. This is because we and some brokers,

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:

Our Board presently consists of ~~seven~~eight directors, ~~three~~seven of whom ~~are~~our 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 ~~2018~~2024 annual meeting, and three directors will be elected at the annual meeting to serve as Class I Directors for a three-year term expiring at the ~~2021~~2027 annual meeting or until their successors are duly elected and qualified. We believe that our staggered board structure provides several advantages including promoting director participation and independence, as well as promoting board stability, continuity and institutional knowledge. We also believe this structure provides our Board with the ability to focus on the long-term strategies and objectives of the Company.

For the ~~2018~~2024 annual meeting, the Board has proposed the following director nominees for election: Court D. Carruthers, ~~Eva~~Karen 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.

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 director~~where 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 ~~Court~~COURT D. ~~Carruthers, Eva~~CARRUTHERS, KAREN M. ~~Kalawski~~LEGGIO and ~~Mary Ann Sigler~~MICHELLE A. KUMBIER to serve as directors of the Company.

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 ~~out~~forward the various fees for services provided by Ernst & Young ~~LLP~~ for ~~2017~~2023 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.

Ernst & ~~Young LLP’s~~Young’s full-time, permanent employees conducted a majority of the audit of the Company’s ~~2017~~2023 financial statements. ~~Leased personnel were not employed with respect~~

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.

~~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.

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.”

~~Our Board~~The approval of ~~Directors unanimously recommends~~this proposal requires the affirmative vote of a ~~vote “FOR” the adoption, on a non-binding, advisory basis,~~majority of the ~~resolution approving~~shares present in person or by proxy and entitled to vote thereon at the ~~compensation~~2024 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.

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 years~~year is the best approach for the Company based on a number of considerations, including the following:

The stockholders also have the opportunity to provide additional feedback on important matters, ~~involving~~including 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.

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.

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.

~~Biographies~~The standing committees of the Board, with the membership indicated as of February 17, 2024, are set forth in the table above. The Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board also appoints an ad hoc Transaction Committee from time to time as needed.

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.

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.

The Board has nominated Mses. Kumbier and Leggio and Mr. Carruthers ~~Ms. Kalawski and Ms. Sigler~~ for election at the ~~2018~~2024 annual meeting, each to hold office until the annual meeting of stockholders in ~~2021~~2027 (subject to the election and qualification of their successors or the earlier of their death, resignation or removal). ~~Each~~Mr. Carruthers is currently a director.

~~Court D. Carruthers~~ ~~has~~Two 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 necessary~~will cease to serve as ~~a director~~directors 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.



	Michelle A. Kumbier	Public Company Directorships:
	Michelle A. Kumbier	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


Karen M. Leggio most recently served as the Senior Vice President and General Manager from 2019 to 2023 of the Channel and Distribution Business Unit of TE Connectivity Ltd (“TE”) (NYSE: TEL), a manufacturer and seller of connectivity and sensor solutions in Europe, the Middle East, Africa, the Asia–Pacific, and the Americas. In this role she also had responsibility for TE's global customer care organization. From 2010 to 2019 she held various leadership positions at TE, including Senior Vice President of Sales and Operations Planning, Senior Vice President and General Manager of TE’s Americas automotive business, Chief Supply Chain Officer, and Chief Procurement Officer. Prior to joining TE, Karen served as the Vice President of Global Supply Chain for Ingersoll Rand Inc. from 2007 to 2010. Prior to that, she spent twenty-three years (1985-2007) at General Motors Company holding multiple leadership roles of increasing responsibility in the areas of operations, procurement, logistics, supplier quality, and program management, including Vice President of Global Purchasing and Supply Chain for Latin America, Africa and the Middle East, Executive Director of Global Electrical Purchasing and Supply Chain, Director of Global Purchasing and Supply Chain for the United Kingdom, and Director of Program Purchasing. Ms. Leggio earned a Master’s of Science Degree in Operations from Purdue University and a Bachelor of Arts in Materials and Logistics Management (Supply Chain Management) from Michigan State University. Ms. Leggio’s extensive senior management experience has led the Board to conclude that she has the background and skills necessary to serve as a director of the Company.

RYERSON 2024 Proxy Statement |15

Board of Directors

Continuing Directors

Messrs. Calhoun, Kotzubei, Larson, Lehner and Norment will remain directors after the annual meeting.

~~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.
Calhoun
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 ~~California and is a Certified Public Accountant (non-practicing) in~~ California. He currently serves on the board of directors and audit committees of NantHealth, Inc. and PLx Pharma, Inc., as well as on the board of directors of three private companies. Mr. Calhoun has previously served on the boards and audit committees of eight other public companies. Mr. Calhoun’s experience serving on public company audit committees and boards of directors and his past work as a partner with Ernst & Young LLP has led the Board to conclude that Mr. Calhoun has the requisite expertise to serve as a director of the Company and qualifies as a financial expert for audit committee purposes.



	Jacob Kotzubei	Director since:	Public Company Directorships:
	Jacob Kotzubei	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. Lehner	Director since:
	Edward J. Lehner	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.

RYERSON 2024 Proxy Statement |16

Board of Directors



	Stephen P. Larson	Director since:
	Stephen P. Larson	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. Norment	Director since:
	Philip E. Norment	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.

RYERSON 2024 Proxy Statement |17

Board of Directors

Meetings of the Board and Board Committees

During 2023, our Board met four times. In addition to the meeting of the full Board, directors also attended meetings of Board committees on which they served. All of the directors attended at least 75% of the meetings of the Board and the committees on which they served. While we do not have a formal policy requiring them to do so, we encourage our directors to attend our annual meeting of stockholders.

All of our directors attended our 2023 annual meeting of stockholders, except for Mr. Carruthers.

RYERSON 2024 Proxy Statement |18

Corporate Governance Matters

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:

•

Our Board adopted clear corporate governance policies, including standards for determining director independence, and all our directors except for Mr. Lehner, our CEO, are independent;

•

Our Board committee charters clearly establish their respective roles and responsibilities;

•

Our directors meet regularly in executive session without management present;

•

We have a code of ethics and business conduct that applies to all Ryerson directors, officers and associates;

•

Our chief executive officer, chief financial officer and other senior financial officers are subject to an additional code of ethics to promote (i) honest and ethical conduct; (ii) full, fair, accurate, timely and understandable disclosure in SEC filings; and (iii) compliance with applicable laws, rules and regulations;

•

Our internal audit function maintains critical oversight over the key areas of our business, compliance processes and controls, and reports regularly to the Audit Committee;

•

We have a compliance hotline service that permits employees to report violations of our code of ethics or other issues of significant concern on a confidential basis, via a toll-free telephone number or the Internet; and

•

Concerns related to the Company’s financial statements, accounting practices, or internal controls may be communicated in writing to the Company’s Audit Committee.

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 Platinum~~Our directors meet at regularly scheduled executive sessions without management present, usually in ~~2002 and is a Partner~~conjunction 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 experience~~meet 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.

~~Director Independence~~

~~As stated above, because Platinum owns more than 50% of the voting power~~persons present. One of our ~~common stock, we are considered to be a “controlled company” for purposes of~~independent directors is chosen by the ~~NYSE rules. As~~directors 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 majority~~session of independent directors to preside over the session.

Director Independence

All our director nominees and ~~require~~directors, 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 she~~the director nominee (or director) does not have any material relationship with the Company. To assist in making this determination, our Board adopted a policy on director independence based on the NYSE’s independence standards. A copy of the policy is available on the corporate governance page on our website, which can be found at ir.ryerson.com by clicking on “Governance.”

Under our policy on director independence, a director will be considered independent only if the Board has affirmatively determined that the director has no material relationship with the Company that would impair ~~his or her~~the director’s independent judgment. In the process of making such determinations, the Board will consider the nature, extent and materiality of the

RYERSON 2024 Proxy Statement |19

Corporate Governance Matters

director’s relationships with the Company. When assessing the materiality of a director’s relationship with the Company, the Board should consider the issue not only from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The Board will consider all relevant facts and circumstances in rendering its “independence” determinations. Material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships, among others. In addition, a director will not be deemed “independent” for purposes of service on the Board if such director:

is, or has been within the last three years, an employee of the Company, or an immediate family member of such director is, or has been within the last three years, an executive officer of the Company;

has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

(A) is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) has an immediate family member who is a current partner of such a firm; (C) has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) was, or has an immediate family member who was, within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;

is, or an immediate family member of such director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or

is a current employee, or has an immediate family member who is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000, or 2% of such other company’s consolidated gross revenues.

	1.	is, or has been within the last three years, an employee of the Company, or an immediate family member of such director is, or has been within the last three years, an executive officer of the Company;

	2.	has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

	3.	(A) is a current partner or employee of a firm that is the Company’s internal or external auditor; (B) has an immediate family member who is a current partner of such a firm; (C) has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (D) was, or has an immediate family member who was, within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time;

	4.	is, or an immediate family member of such director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or

	5.	is a current employee, or has an immediate family member who is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000, or 2% of such other company’s consolidated gross revenues.

For purposes of the Company’s policy on director independence, “immediate family member” means any of the person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law and ~~brothers-and~~brothers- and sisters-in-law and anyone (other than domestic employees) who shares the person’s home.

The Board has determined that ~~of the nominees~~Mses. Kalawski, and ~~continuing directors, only~~Sigler, Messrs. Calhoun, Carruthers, Kotzubei, Larson, and ~~Larson~~Norment are, or during ~~2017~~2023 were, independent within the meaning of the NYSE rules or our policy on director independence. Further, the Board has determined that Mses. Kumbier and Leggio are independent within the meaning of the NYSE rules or our policy on director independence.

As stated above, our Board of Directors unanimously recommends a vote “FOR” the election of the Board’s nominees identified above.

RYERSON 2024 Proxy Statement |20

Board Oversight of Risk

~~CORPORATE GOVERNANCE MATTERS~~

~~Our policies and practices reflect corporate governance standards that comply with the NYSE rules and the corporate governance requirements~~Board Oversight of ~~the Sarbanes-Oxley Act, including:~~

Risk

	•	~~Our Board adopted clear corporate governance policies, including standards for determining director independence;~~

	•	~~Our Board committee charters clearly establish their respective roles and responsibilities;~~

	•	~~Our non-management directors meet regularly in executive session without management present;~~

	•	~~We have a code of ethics and business conduct that applies to all Ryerson directors, officers and associates;~~

	•	Our chief executive officer, chief financial officer and other senior financial officers are subject to an additional code of ethics to promote (i) honest and ethical conduct; (ii) full, fair, accurate, timely and understandable disclosure in SEC filings; and (iii) compliance with applicable laws, rules and regulations;

	•	~~Our internal audit function maintains critical oversight over the key areas of our business, compliance processes and controls, and reports regularly to the Audit Committee;~~

	•	We have a compliance hotline service that permits employees to report violations of our code of ethics or other issues of significant concern on a confidential basis, via a toll-free telephone number or the Internet; and

	•	~~Concerns related to the Company’s financial statements, accounting practices, or internal controls may be communicated in writing to the Company’s Audit Committee.~~

~~DIRECTOR COMPENSATION~~

~~In April 2015,~~Our Board as a whole has responsibility for overseeing our ~~Board adopted~~enterprise 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 — —

	~~(1)~~	~~Consists of the annual retainer ($130,000), Audit Committee chair retainer ($15,000) and meeting attendance fees ($19,000).~~
	~~(2)~~	~~Consists of the annual retainer ($130,000) and meeting attendance fees ($16,000).~~
	~~(3)~~	~~Consists of the annual retainer ($130,000) and meeting attendance fees ($17,500).~~

~~We reimburse each member of our Board for out-of-pocket expenses incurred by them in connection with attending meetings of~~general matter, the Board and the Audit Committee assess whether the Company has an appropriate framework to manage and mitigate risks. The Board exercises its oversight responsibility directly and through its committees. ~~Cash compensation~~In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing certain specific enterprise risks, including financial, cyber security, legal, sustainability and ~~reimbursements~~market risks. For the other committees' role in overseeing risks, please see "Committee Roles" on page 22 and "Board Committees" on page 24.

In order to address its enterprise risks, the Company has implemented an ERM program. The purpose of the program is for the Company to monitor risks to strategic objectives, identify the top risks annually from a risk universe of over 50 risks, and develop, implement and track key mitigation plans for the identified risks. The annual process to identify current top risks and mitigation efforts consists of two sets of interviews of senior leadership by the ERM Committee headed by our CFO and by our internal audit department, respectively. Throughout the year, the ERM Committee also conducts interviews with relevant risk owners to track risks and status of mitigation plans.

The results of the interviews are ~~paid in arrears on a quarterly basis. There is currently no formal policy in place relating~~reviewed by the executive team, then reported to the ~~granting~~Audit Committee annually. For financial, cyber security and market risks, the Audit Committee additionally reviews quarterly reports from Ryerson’s internal audit department, General Counsel and Chief Information Officer. The results are also used by the internal audit department in developing its annual audit plan as discussed under "Board Oversight of ~~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 ~~meeting~~annual reports on ERM to the Audit Committee, the Company provides the Board and committees with presentations throughout the year as to specific risks and mitigation plans.

Further, the Board’s consideration of risk is not limited to discussions during Board and committee meetings. At its discretion and at any time, the Board may communicate with management as a group, or individually, concerning our most significant risks. In addition, each Director has complete access to all of our employees to the extent the Director may have questions concerning a particular risk.

Enterprise Risk Management

RYERSON 2024 Proxy Statement |21

Board Oversight of Risk

Committee Roles

Our Compensation Committee is responsible for evaluating risk arising from our compensation policies and practices, management development and succession planning, and employment benefits and policies. Our Nominating and Governance Committee manages risks related to Board composition and succession planning, Director independence, governance and corporate compliance and reporting obligations. In addition to overseeing certain enterprise risk management, our Audit Committee assists the Board in monitoring the Company’s compliance with legal and regulatory requirements as well as its ethical standards and policies. It also oversees our internal audit function. The committees provide reports to the full Board ~~directors also attended meetings of Board committees on which they served. All~~regarding these and other matters.

Internal Audit

Under its charter, the internal audit department is tasked to help the Company accomplish its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the ~~directors attended at least 75%~~Company’s risk management, control and governance processes. To promote independence of the ~~meetings~~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 ~~Board~~Company and full and free access to the Audit Committee. The internal audit department is currently staffed entirely by a third-party auditing firm.

The scope of the department’s internal auditing encompasses, but is not limited to, the examination and evaluation of the adequacy and effectiveness of the Company’s governance, risk management and internal controls, as well as the quality of performance in carrying out assigned responsibilities to achieve the Company’s stated goals and objectives. This includes, among other things:

•

partnering with other governance and monitoring groups to evaluate risk exposure relating to achievement of the Company’s strategic objectives;

•

monitoring and evaluating the effectiveness of the Company’s risk management processes;

•

performing consulting and advisory services related to governance, risk management and control as appropriate for the Company; and

•

reporting significant risk exposures and control issues, including fraud risks, governance issues, cybersecurity risks and other matters needed or requested by the Audit Committee.

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, except~~charters 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

RYERSON 2024 Proxy Statement |22

Board Oversight of Risk

also may obtain copies of these materials by contacting us at Investor Relations, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, email: investorinfo@ryerson.com, or telephone: 312-292-5130.

Code of Ethics

Our Board has adopted a code of ethics (“Code of Ethics”) that contains the ethical principles by which our chief executive officer and chief financial officer, among others, are expected to conduct themselves when carrying out their duties and responsibilities. A copy of the Code of Ethics may be found at the end of our general code of ethics and business conduct, available on our corporate governance webpage located at ir.ryerson.com. We will provide a copy of our general code of ethics and business conduct, which includes the Code of Ethics, to any person, without charge, upon request, by writing to the Chief Compliance Officer, Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606 (telephone number: 312-292-5000). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on the corporate governance page on our website, which can be found at ir.ryerson.com by clicking on “Governance.”

Board Education

We provide comprehensive ongoing education and training for all Board members on key matters throughout the year, through sessions with advisors and experts. In 2023, Board members received training through Thayer Leadership, Inc. and attended a business strategy training session led by a Professor of Management at the Washington University in St. Louis Olin Business School. In addition, each Board member is a member of the National Association of Corporate Directors, which provides educational resources and on-demand learning to corporate directors. Directors are also given development and education opportunities through facility visits, product demonstrations and speaking or meeting directly with members of management and other employees.

Communications with the Board

An employee, officer or other interested party who has an interest in communicating with the Board may do so by directing the communication to the General Counsel of the Company. Persons who desire to communicate with the directors should send their correspondence addressed to the attention of the General Counsel, c/o Ryerson Holding Corporation, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606. The General Counsel will provide a summary of all appropriate communications to the addressed directors.

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Board Committees

~~Director~~

~~Audit~~
~~Committee~~

~~Compensation~~
~~Committee~~

~~Nominating and~~
~~Corporate Governance~~
~~Committee~~

Kirk K. Calhoun*

~~(C)~~

Court D. Carruthers*

~~Eva M. Kalawski~~

~~Jacob Kotzubei~~

~~(C)~~

Stephen P. Larson*

~~Philip E. Norment~~

~~Mary Ann Sigler~~

~~(C)~~


*	~~Independent director within the definition under the NYSE rules.~~
~~(C)~~	~~Committee Chair.~~

Executive Committee

~~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

13

~~NOMINATING AND CORPORATE GOVERNANCE COMMITTEE~~In May 2023, the Board established an ad hoc Transaction Committee in accordance with our Bylaws. The Transaction Committee had and exercised all those powers that the Board legally delegated to it. The Transaction Committee consisted of Messrs. Calhoun, Carruthers and Larson. In 2023, the Transaction Committee met twice.

Nominating and Corporate Governance Committee

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. Kalawski~~Larson, 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 be~~is 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:

•

Oversee and assist our Board in identifying, reviewing and recommending nominees for election as directors and for appointment to Board committees;

•

Annually review and evaluate the overall effectiveness and functioning of the management, the Board, the Board Committees, and the compliance of the Board with applicable legal requirements;

•

Review and evaluate the composition and performance of the other Board committees, and recommend any changes to the composition, size and functions of each committee;

•

Develop, review and recommend corporate governance guidelines; and

•

Generally advise our Board on corporate governance and related matters.

RYERSON 2024 Proxy Statement |24

	•	~~Oversee and assist our Board in identifying, reviewing and recommending nominees for election as directors and for appointment to Board committees;~~

	•	~~Review and evaluate the overall effectiveness and functioning of the management and the Board and the compliance of the Board with applicable legal requirements;~~

	•	~~Review and evaluate the composition and performance of the other Board committees, and recommend any changes to the composition, size and functions of each committee;~~

	•	~~Develop, review and recommend corporate governance guidelines; and~~

	•	~~Generally advise our Board on corporate governance and related matters.~~

Board Committees

Qualifications for Directors

In selecting or recommending candidates to serve as directors, the Governance Committee takes into consideration the following criteria as approved by the Board, and as modified by the Board from time to time, and such other factors as it deems appropriate:

•

High personal and professional ethics, values and integrity;

•

Education, skill and experience that the Board deems relevant and useful, including whether such attributes or background would contribute to the diversity of the Board as a whole;

•

Diversity, including, but not limited to race, ethnicity, gender, LGBTQ+, etc. that the Board deems relevant and useful, including whether such factors would contribute to the diversity of the Board as a whole;

•

Ability and willingness to serve on any committees of the Board; and

•

Ability and willingness to commit adequate time to the proper functioning of the Board and its committees.

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.

	~~(i)~~	~~high personal and professional ethics, values and integrity;~~

	~~(ii)~~	~~education, skill and experience that the Board deems relevant and useful, including whether such attributes or background would contribute to the diversity of the Board as a whole;~~

	~~(iii)~~	~~ability and willingness to serve on any committees of the Board; and~~

	~~(iv)~~	~~ability and willingness to commit adequate time to the proper functioning of the Board and its committees.~~

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.~~

~~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.”~~

~~Communications with Directors~~

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.

~~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 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.

~~BOARD OVERSIGHT OF RISK~~

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.

~~Committee Roles~~

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.

~~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.

	•	~~partnering with other governance and monitoring groups to evaluate risk exposure relating to achievement of the Company’s strategic objectives;~~

	•	~~monitoring and evaluating the effectiveness of the Company’s risk management processes;~~

	•	~~performing consulting and advisory services related to governance, risk management and control as appropriate for the Company; and~~

	•	~~reporting significant risk exposures and control issues, including fraud risks, governance issues and other matters needed or requested by the Audit Committee.~~

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.

~~AUDIT COMMITTEE~~

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:

•

Review and recommend to the Board the independent auditors to be selected to audit the financial statements;

•

Inquire as to the independence of the independent auditors and obtain from the independent auditors, on a periodic basis, a formal written statement delineating all relationships between the independent auditors and the Company; in addition, review the extent of non-audit services provided by the independent auditors in relation to the objectivity needed in the independent audit and recommend that the Board take appropriate action in response to the independent auditors’ written statement to satisfy the Board as to the independent auditors’ independence;

•

Pre-approve all services provided by the independent auditors to the Company;

RYERSON 2024 Proxy Statement |25

	•	~~Review and recommend to the Board the independent auditors to be selected to audit the financial statements;~~

	•	Inquire as to the independence of the independent auditors and obtain from the independent auditors, on a periodic basis, a formal written statement delineating all relationships between the independent auditors and the Company; in addition, review the extent of non-audit services provided by the independent auditors in relation to the objectivity needed in the independent audit and recommend that the Board take appropriate action in response to the independent auditors’ written statement to satisfy the Board as to the independent auditors’ independence;

	•	~~Pre-approve all services provided by the independent auditors to the Company;~~

	•	Pre-approve appropriate funding for payment of (a) compensation to the Company’s independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Company, (b) compensation to any advisors employed by the Committee and (c) ordinary administrative expenses necessary or appropriate to carry out its duties;

	•	~~Ensure proper audit partner rotation;~~

	•	Meet with the independent auditors and the financial management to review the scope of the audit proposed for the current year and the audit procedures to be utilized and at its conclusion review the audit with the Committee; upon completion of the audit and following each interim review of the Company’s financial statements, discuss with the independent auditors all matters required to be communicated to the Committee under generally accepted auditing standards, including the judgments of the independent auditors with respect to the quality, not just the acceptability, of the Company’s accounting principles and underlying estimates in the financial statements;

Board Committees

•

Pre-approve appropriate funding for payment of (a) compensation to the Company’s independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Company, (b) compensation to any advisors employed by the Committee and (c) ordinary administrative expenses necessary or appropriate to carry out its duties;

	•	Review with the independent auditors, the internal auditor (if any) and the financial and accounting personnel, the adequacy of the accounting and financial controls and elicits any recommendations for improvement or particular areas where augmented controls are desirable;

	•	Review the internal audit function of the Company including the independence and authority of its reporting obligations, the audit plans proposed for the coming year and the coordination of such plans with the work of the independent auditors;

	•	~~Receive before each meeting a summary of findings from completed internal audits and a progress report on the proposed internal audit plan with explanations for any deviations from the original plan;~~

	•	~~Review the financial statements contained in the annual and quarterly reports with management and the independent auditors;~~

	•	~~Review any year-to-year changes in accounting principles or practices;~~

	•	Provide sufficient opportunity at each meeting for the internal and independent auditors to meet with the Committee without management present; among the items to be discussed in these meetings are the independent auditors’ evaluation of the financial, accounting and auditing personnel, and their cooperation during the audit;

	•	~~Review with the independent auditors any problems or difficulties the auditors may have encountered, including any disagreements with management;~~

	•	~~Review accounting and financial personnel and succession planning;~~

	•	Investigate any matter brought to its attention within the scope of its duties, with the power to retain professional advice (at the expense of the Company) for this purpose if, in its judgment, that is appropriate; and

	•	~~Establish, as necessary, detailed pre-approval policies and procedures for engaging audit and non-audit services.~~

•

Ensure proper audit partner rotation;

•

Meet with the independent auditors and the financial management to review the scope of the audit proposed for the current year and the audit procedures to be utilized and at its conclusion review the audit with the Committee; upon completion of the audit and following each interim review of the Company’s financial statements, discuss with the independent auditors all matters required to be communicated to the Committee under generally accepted auditing standards, including the judgments of the independent auditors with respect to the quality, not just the acceptability, of the Company’s accounting principles and underlying estimates in the financial statements;

•

Review with the independent auditors, the internal auditor (if any) and the financial and accounting personnel, the adequacy of the accounting and financial controls and elicits any recommendations for improvement or particular areas where augmented controls are desirable;

•

Review the internal audit function of the Company including the independence and authority of its reporting obligations, the audit plans proposed for the coming year and the coordination of such plans with the work of the independent auditors;

•

Receive before each meeting a summary of findings from completed internal audits and a progress report on the proposed internal audit plan with explanations for any deviations from the original plan;

•

Review the financial statements contained in the annual and quarterly reports with management and the independent auditors;

•

Review any year-to-year changes in accounting principles or practices;

•

Provide sufficient opportunity at each meeting for the internal and independent auditors to meet with the Committee without management present; among the items to be discussed in these meetings are the independent auditors’ evaluation of the financial, accounting and auditing personnel, and their cooperation during the audit;

•

Review with the independent auditors any problems or difficulties the auditors may have encountered, including any disagreements with management;

•

Review accounting and financial personnel and succession planning;

•

Oversee the cybersecurity program, including mitigation efforts related to cybersecurity risks;

•

Investigate any matter brought to its attention within the scope of its duties, with the power to retain professional advice (at the expense of the Company) for this purpose if, in its judgment, that is appropriate; and

•

Establish, as necessary, detailed pre-approval policies and procedures for engaging audit and non-audit services.

In addition to the above, the Audit Committee is also responsible for overseeing sustainability risks and other sustainability-related matters, including our reporting standards and requirements with respect to sustainability matters and related disclosures. The Audit Committee also reviews related party transactions. For additional information regarding our related party policy, see “Related Party Transactions,” below on page 68.

RYERSON 2024 Proxy Statement |26

Board Committees

Audit, Audit-related and Other Non-Audit Services

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.

Pre-approval Policies

The Audit Committee ~~must pre-approve~~has established policies and procedures pursuant to which any audit or any permissible non-audit services to be provided by the independent registered public accounting firm. 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 ~~tax~~other fees for ~~2017~~2023 and ~~2016.~~2022.

Other Policies

The Audit Committee has adopted policies to ensure the independence of the Company’s independent registered public accounting firm, including policies on employment of audit firm employees and audit partner rotation.

RYERSON 2024 Proxy Statement |27

Board Committees

Audit Committee Report – Financial Statements Recommendation1

18

Management is responsible for the preparation, presentation and integrity of Ryerson’s consolidated financial statements and the reporting process including Ryerson’s internal controls over financial reporting and their effectiveness. The independent registered public accounting firm of Ernst & Young LLP (“EY”) is responsible for performing an independent audit of Ryerson’s consolidated financial statements. The Audit Committee’s responsibility is to monitor and oversee these activities and processes. In this context, the Audit Committee reports as follows:

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2023, for filing with the Securities and Exchange Commission.

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 ~~two~~three times. The Compensation Committee consists of Messrs. Calhoun and Kotzubei and Ms. Sigler, all of whom ~~only Mr. Calhoun is~~were 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:

In addition, the Compensation Committee reviews the results of the stockholder advisory votes on (i) executive compensation and (ii) the frequency of the stockholder votes on executive compensation.

Under the Compensation Committee’s charter, the Committee also has the resources and authority to:

In addition, the Committee may form and delegate its authority to subcommittees or to the Committee Chair when it deems appropriate and in the best interests of the Company, although it did not do so in ~~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.

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.

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 Statement~~proxy 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.

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 OFFICERS~~Director Compensation Table


Name	Fees Earned or Paid in Cash		Stock Awards (4)	Total(1)



Kirk K. Calhoun(2)		$201,500	$17,466	$218,966


Court D. Carruthers(3)		$182,000	$17,466	$199,460


Stephen P. Larson(4)		$187,793	$17,466	$205,260

(1)

Consists of the annual retainer, Audit Committee chair retainer and meeting attendance fees.

(2)

Consists of the annual retainer and meeting attendance fees.

(3)

Consists of the annual retainer and meeting attendance fees.

(4)

The amounts reported in this column represent the aggregate grant date value of the stock awards granted to the non-employee directors during 2023, calculated in accordance with FASB ASC Topic 718. The grant date fair value is calculated using the closing price of our common stock on the date of grant. For additional information, including a discussion of the assumptions used to calculate these values, please see Note 11 of the Consolidated Financial Statements contained in our Fiscal Year 2023 Annual Report on Form 10-K. For purposes of determining the number of shares delivered to each director, the award is calculated by the quotient of (x) $8,750, divided by (y) the closing price of the Company’s stock on the day immediately prior to the grant date, or if the closing price is not reported on such date, the closing price reported on the most recent reportable date prior to the grant date. As noted above, such awards may be prorated for partial service performed during an applicable calendar quarter. The number of shares delivered to each of our board members in 2024 (in each case, that were fully vested as of the applicable date of grant) totaled:


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.

~~Biographies~~RYERSON 2024 Proxy Statement |33

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, he~~Officers



			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.

~~EXECUTIVE COMPENSATION~~

Compensation Discussion and Analysis

Overview

~~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 ~~2017~~2023 with respect to the compensation of each of our named executive ~~officers.~~officers (or NEO). The Company’s named executive officers for ~~2017~~2023 are:

	•	~~Edward J. Lehner, President & Chief Executive Officer (“CEO”);~~

	•	~~Erich S. Schnaufer, Chief Financial Officer (“CFO”);~~

	•	~~Michael J. Burbach, President, North-West Region;~~

•

Edward J. Lehner, President & Chief Executive Officer (“CEO”);

•

James J. Claussen, Executive Vice President & Chief Financial Officer (“CFO”);

	•	~~Kevin D. Richardson, President, South-East Region; and~~

	•	~~See Leong Fang, Executive Vice President-Operations and President, Asia.~~

•

Michael J. Burbach, Chief Operating Officer (“COO”);

•

Mark S. Silver, Executive Vice President, General Counsel & Chief Human Resources Officer; and

•

John E. Orth, Executive Vice President, Operations.

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;~~
stockholders
	•	provide market competitive ~~compensation;~~
compensation
	•	attract and retain talented ~~executives;~~executives

	•	differentiate rewards based on individual ~~performance;~~
performance
	•	encourage long-term value ~~creation; and~~
creation
	•	avoid incentivizing excessive ~~risk-taking.~~risk-taking

RYERSON 2024 Proxy Statement |36

Executive Compensation

Principles.

Ryerson seeks to promote a high-performance culture and create a compensation program that recognizes and rewards superior individual and Company performance. The following key principles are applied by the Board and our Compensation Committee when determining the compensation approach for the Company’s executives:


	•
	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 ~~and downside~~ potential for executives, with actual pay determined based on performance. For compensation decisions made based on peer group data, target compensation will be based upon a range around the median of the defined peer group.

	•	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 ~~2015~~2021 annual meeting of stockholders. In accordance with the vote at such meeting, the Company has been holding stockholder advisory votes on executive compensation every three years. Accordingly, the Company is seeking your vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement.

~~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.

Determination of Compensation

The Board established the Compensation Committee to oversee various compensation-related matters, including executive compensation. Since that time, the Compensation Committee has been responsible for executive compensation matters as further described above under “Compensation Committee,” beginning on page ~~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 ~~allowed~~allows it to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to maximize stockholder value. Subjective factors considered in compensation determinations included an executive’s tenure with the Company, skills and capabilities, contributions as a member of the executive management team, contributions to our overall performance and whether the total compensation potential and structure were sufficient to ensure the retention of an executive when considering the compensation potential that may be available elsewhere.

RYERSON 2024 Proxy Statement |37

Executive Compensation

~~Mr. Lehner’s Employment Agreement~~

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, ~~Vivient~~CAP has assisted in evaluating executive compensation programs, providing general executive compensation consulting support including a review of Ryerson’s compensation philosophy and compensation for Ryerson’s named executive officers. Specifically, ~~Vivient~~CAP has completed competitive market positioning reviews of Ryerson’s named executive officers, based upon an assessment of relevant total compensation comparative data obtained from surveys and publicly reported proxy statements. The comparative reviews assessed the named executive officers’ base salaries, target annual bonuses (as a percentage of salary), total cash compensation and total direct compensation against the compensation paid to comparable positions reported in the surveys and comparable executives of the companies listed below, as reported by those companies. ~~The~~These 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.

~~AK Steel Holding Corp~~
		~~Kaman Corp~~
~~Aleris Corp~~		~~MRC Global Inc~~
~~Allegheny Technologies Inc~~		~~MSC Industrial Direct Co Inc~~
ATI, INC. Applied Industrial Tech ~~Inc~~		~~NCI Building Systems Inc~~
Inc. Carpenter Technology ~~Corp~~Corp. Century Aluminum Co. Commercial Metals Co. Haynes International Inc.		Kaiser Aluminum Corp. Kaman Corp. MRC Global Inc. MSC Industrial Direct Co Inc. Olympic Steel ~~Inc~~
~~Castle (A M) & Co~~Inc.		Reliance Steel & Aluminum CoCo. Schnitzer Steel Industries Inc. Steel Dynamics Inc. Timkensteel Corp. Worthington Industries Inc.
~~Century Aluminum Co~~		~~Schnitzer Steel Inds~~
~~Commercial Metals Co~~		~~Steel Dynamics Inc~~
~~Haynes International Inc~~		~~Timkensteel Corp~~
~~Kaiser Aluminum Corp~~		~~Worthington Industries Inc~~

~~Vivient~~At the Compensation Committee’s request, CAP regularly, and at least annually, attends Compensation Committee meetings. CAP presented its report on the competitiveness of the executive compensation program for 2023 to the Compensation Committee in December ~~2016.~~2022. The Compensation Committee and the Board considered the report and Peer Group information in making some of its ~~2017~~2023 compensation decisions, as further described below.

The compensation committee regularly reviews the objectivity and independence of the advice provided by its compensation advisors on executive and non-employee director compensation. The compensation committee considered the independence of CAP under the relevant SEC rules and NYSE listing standards and determined that its work does not give rise to any conflicts of interest.

Components of Compensation

The compensation provided to our named executive officers in ~~2017~~2023 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 ~~the~~our named executive officers, and do not have a formal perquisites policy, but may provide perquisites and other personal benefits in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes.

RYERSON 2024 Proxy Statement |38

Executive Compensation

Our named executive officers may also receive compensation in connection with the termination of their employment in some circumstances, as further described below under “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards,” on page ~~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 ~~committee~~Compensation Committee generally allocate total compensation such that the portion of compensation attributable to fixed elements, such as salary and benefits, decreases with increasingly higher levels of responsibility, and the portion attributable to variable, performance-based elements increases with increasingly higher levels of responsibility. In setting the allocation between the fixed and variable elements, we seek to ensure that sufficient fixed income is provided, while not incentivizing overly risky business strategies.

The ~~value of~~percentage 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, are~~for 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 Bonus	Long-Term Incentive(2)



Edward J. Lehner	28.10%	32.32%	39.58%	17.91%	22.38%	59.71%
Erich S. Schnaufer	38.97%	21.43%	39.60%


James J. Claussen				22.50%	16.87%	60.63%


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%


Mark S. Silver				27.09%	18.96%	53.95%


John E. Orth				29.27%	19.02%	51.71%

(1)

The value of the base salaries is based on the named executive officers’ base salary rates as of December 31, ~~2017.~~

**2023.

(2)

The value of the long-term incentive award (time-vesting restricted stock units (“RSUs”) and performance-vesting restricted stock units (“PSUs”)) is determined asbased on the grant date fair value of the awards as described in footnote (3) to the Summary Compensation Table below on page ~~36.~~

53.

Base Salary

The base salary payable to each named executive officer was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities, as well as to recruit well-qualified executives. Salary is paid to ensure that we are able to attract and retain the talent necessary to lead our Company and to ensure that sufficient fixed income is provided even when variable compensation programs pay out below target (or not at all)~~, 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 & ~~Secretary~~Chief 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 ~~his~~the CEO’s performance against ~~his~~the CEO’s personal goals determined at the beginning of the prior year. After reviewing this recommendation, the CEO may make modifications based on ~~his~~the 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 ~~his~~the recommendations to the CEO regarding the other officers’ salaries. The Compensation Committee members then review the salary recommendations and, after any adjustments, determine the officers’ base salaries on behalf of the ~~Company.~~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 ~~overall~~variable compensation.

~~2017~~2023 Base Salaries

~~Mr. Lehner’s base salary was increased from $820,000 to $850,000 effective as of July 3, 2017.~~

~~With respect to~~In 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 the~~approved 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


		2023 Base Salary


Named Executive Officer	Previous Base Salary	Base Salary	Effective Date



Edward J. Lehner	$1,100,000	$1,200,000	6/26/2023


James J. Claussen	$450,000	$472,500	6/26/2023


Michael J. Burbach	$475,000	$494,000	6/26/2023


Mark S. Silver	$435,000	$456,750	6/26/2023


John E. Orth	$346,500	$360,360	6/26/2023

Annual Bonus

The Company has historically maintained an annual incentive plan (“AIP”), pursuant to which its key managers (including our named executive officers) are eligible to receive performance-based cash bonuses tied to the Company’s achievement of specified financial performance targets for each year. Each year the Compensation Committee or the Board establishes objective financial performance criteria that must be met by the Company in order for bonuses to be paid (usually establishing threshold, target and maximum payout levels for each type of performance ~~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 achieve~~the 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 market~~the 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 & ~~Secretary~~Chief Human Resources Officer makes

a recommendation

RYERSON 2024 Proxy Statement |40

Executive Compensation

directly to the Compensation Committee regarding the CEO’s percentage, which recommendation is determined in the same manner as his recommendations to the CEO regarding the other officers’ ~~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 ~~percentages~~percentage 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 ~~percentage~~percentages for our named executive officers for any particular year, the Committee generally considers the same factors it uses in determining base salary rate adjustments. The Compensation Committee may make the target bonus percentage change effective for the full year or make it effective on some date later in the plan year. If a participant’s target bonus percentage is changed effective during a plan year, then the effective target bonus percentage for the plan year is a weighted average of the two percentages, based on the time during ~~2017~~the year that each of the two percentages was in effect unless determined otherwise by the Compensation Committee.

~~2017~~2023 Annual Incentive Plan

In ~~2017,~~February 2023, the Company’s ~~2017~~2023 annual incentive plan (the ~~“2017~~“2023 AIP”) was approved ~~under the 2014 Omnibus Incentive Plan (the “Omnibus Plan”).~~by our Compensation Committee. The ~~target 2017~~2023 AIP ~~bonuses~~bonus 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	~~2017~~	2023 target bonus percentage



Edward J. Lehner	~~115%~~	125%
~~Erich S. Schnaufer~~	~~55%~~

James J. Claussen		75%


Michael J. Burbach		75%
~~Kevin D. Richardson~~	~~75%~~
~~See Leong Fang~~	~~55%~~
Mark S. Silver		70%


John E. Orth		65%

For the ~~2017~~2023 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. ~~EBITDAR~~Adj. EBITDA, excl. LIFO and EVA were chosen as the appropriate performance measures to motivate our key executives, including the named executive officers, to both maximize earnings and increase ~~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 ~~EBITDAR~~Adj. EBITDA, excl. LIFO exceeded a carrying cost of capital applied to certain of our assets (“Cost of Capital”). Cost of Capital is equal to our net operating assets (accounts receivable plus average cost inventory plus property, plant & equipment, plus prepaid expenses &and other assets, minus accounts payable, minus salaries & wages payable, and minus other current liabilities) (as reported in the Company’s annual audited financial statements included in the Company’s Form 10-K and other SEC filings) multiplied by the “cost of capital rate” of 15%. In summary, EVA is calculated as ~~EBITDAR~~Adj. EBITDA, excl. LIFO minus the Cost of Capital.

For ~~Messrs. Lehner and Schnaufer~~our named executive officers, 50% of their bonus opportunity for ~~2017~~2023 was based on Company (“corporate”) ~~EBITDAR during 2017~~Adj. 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 EBITDAR~~shareholders by way of dividends and ~~EVA, and~~share 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 ~~2017~~2023 AIP

In ~~2017,~~2023, the Company’s financial performance ~~resulted in a~~met the threshold, but fell below the target payout level under the ~~2017~~2023 AIP for corporate performance, ~~with respect to corporate 2017 EBITDAR~~ and ~~EVA. The Company’s financial performance also~~ resulted in athe payout ~~under~~of approximately 83% of the ~~2017~~target 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.~~

~~Long-Term Incentive Program~~

~~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 ~~participates~~for 2023 AIP purposes and actual 2023 AIP payouts are shown in the ~~Retention Bonus Plan~~tables below.


Performance Criteria (Corporate)	Threshold (25% payout)		Target (100% payout)		Maximum (200% payout)		2023 Performance		Payout Percentage Performance



2023 EBITDA excl. LIFO


Company Group(1)		125.0		225.0		325.0		231.1	106.7%


2023 EVA


Company Group(1)		(55.0)		5.0		85.0		(18.6)	60.7%

(1)

Equal weighting is generally given with respect to each of Adj. EBITDA, excl. LIFO and ~~was granted~~EVA in determining AIP bonuses actually earned.


Named Executive Officer	Base Salary		Target 2023 AIP Bonus (as a percentage of Base Salary)		Target 2023 AIP Bonus (dollar amount)		Actual 2023 AIP Award Paid



Edward J. Lehner		$1,200,000		125%		$1,500,000		$1,250,480


James J. Claussen		$472,500		75%		$354,375		$295,426


Michael J. Burbach		$494,000		75%		$370,500		$308,869


Mark S. Silver		$456,750		70%		$319,725		$266,540


John E. Orth		$360,360		65%		$234,234		$195,270

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 ~~IPO~~fiscal year, we establish performance measures for determining the payable AIP bonus. The Compensation Committee and ~~vest 20% on each~~our 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 immediately~~AIP bonuses as ~~of the date the Company achieves a TTM EBITDAR of $400 million or greater; (ii) any units scheduled~~an 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 ~~vested~~for rewarding performance and ~~were paid~~achieving our annual financial goals. The Compensation Committee believes that where the performance measure thresholds for AIP payout do not yield bonus payout amounts that appropriately reward the level of achievement of the Company’s fiscal performance goals, it may take into consideration such facts and circumstances, and pay a discretionary bonus in ~~cash as set forth~~order 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 anniversary~~Company for “cause” after December 31, 2024, but before December 31, 2025. If Mr. Lehner had resigned without good reason or been terminated for cause prior to December 31, 2023, 100% of the ~~IPO:~~

~~Named Executive Officer~~	~~Retention Bonus Plan – 2017 Payment~~
~~Edward J. Lehner~~	~~$314,961~~
~~Erich S. Schnaufer~~	~~$78,740~~
~~Michael J. Burbach~~	~~$267,717~~
~~Kevin D. Richardson~~	~~$267,717~~
~~See Leong Fang~~	~~$236,220~~

~~On a participant’s termination of employment~~bonus would have had to be repaid. The Board believes that providing this bonus, subject to the clawback upon any resignation, assists with retaining Mr. Lehner’s continued service with the Company 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 to~~at 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 ~~initial~~annual LTIP program elements for recommendation to the Compensation Committee. This includes the type of equity award to be granted as well as the aggregate size of the awards for all selected employees. After considering management’s recommendation and other factors, the Compensation Committee then determines the design of the LTIP for the upcoming year, as well as the types and sizes of awards to the named executive officers.

In determining the type and aggregate size of all awards to be provided in general and ~~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 data~~In March 2023, the Company granted LTIP awards in the form of RSUs and ~~other general survey data from Vivient regarding long-term incentive awards~~PSUs to ~~the Compensation Committee. This data included information regarding award types, mix~~some 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, our~~its employees, including its named executive officers, ~~received a combination~~as part of ~~RSUs and PSUs.~~ its regular grant cycle. No other form of LTIP award was granted.

Each of our named executive officer’s ~~2017~~2023 LTIP award was allocated such that two-thirds of the total number of awards consisted of PSUs and one-third of the total number consisted of RSUs. More PSUs were granted than RSUs in order to place greater emphasis on ~~improving~~successful financial ~~performance.~~

~~The RSUs and PSUs awarded under~~performance 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 unit~~An RSU is a right to receive a share of Ryerson common stock (or cash based on the value of a share of stock) on a specified vesting date in the future. The RSUs ~~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 applicable~~RSUs granted to ~~the RSUs under the 2017 LTIP, holders of the RSUs~~our 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 ~~they~~the holders of the RSUs have no other rights as stockholders with respect to the RSUs (e.g., no voting rights). Holders of the RSUs may not sell, assign or otherwise transfer the RSUs, and any unvested RSUs are forfeited if the holder’s employment is terminated for any reason.

Performance Units (“PSUs”)

A ~~performance unit~~PSU is a right to receive a share of Ryerson common stock (or cash based on the value of a share of stock) on a specified vesting date in the future, subject to the level of achievement of predetermined organizational performance goals over a specified period of time. The PSUs awarded under the ~~2017~~2023 LTIP will vest, if at all, ~~after~~on 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 ~~2017~~2023 through ~~2019~~2025 (the “PSU Performance Period”) against certain performance objectives. The actual number of shares of Ryerson common stock (or cash based on the value of such number of shares) received with respect to a PSU award might not equal the targeted number of shares, depending on the Company’s performance. The three-year performance period was chosen to emphasize the importance of achieving longer-term goals in creating value for stockholders, and to diminish the effect of short-term macroeconomic volatility on achievement of longer-term objectives of the ~~2017~~2023 LTIP.

RYERSON 2024 Proxy Statement |44

Executive Compensation

~~Under the form of PSU award agreement applicable~~PSUs granted to ~~the PSUs~~our named executive officers under the ~~2017~~2023 LTIP ~~holders of~~do not provide the ~~PSUs have no~~holder with any rights as stockholders with respect to the PSUs (e.g., no voting rights) and do not accrue any dividend equivalent rights. Holders of the PSUs may not sell, assign or otherwise transfer the PSUs, and any unvested PSUs are forfeited if the holder’s employment is terminated for any ~~reason.~~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 ~~objective~~objective.

For these purposes, “Cumulative Adjusted EBITDA” means the sum of Adjusted EBITDA and ~~(ii) a “Relative Free Cash Flow Yield” performance objective.~~

~~“Cumulative~~net last-in first-out inventory expense or income (as reported in the Company’s SEC filings for the applicable period) over the entire PSU Performance Period. In addition, for these purposes, “Cumulative Managerial Controllable Free Cash Flow” means the sum of Adjusted EBITDA, net last-in first-out inventory expense or income (as reported in the Company’s SEC filings for the applicable period), plus or minus changes in the Consolidated Statements of Cash Flows for inventory, accounts receivable, accounts payable, capital expenditures and proceeds from asset sales, for the ~~Company’s 2017, 2018 and 2019 fiscal years~~PSU Performance Period (as reported in the Company’s Forms 10-K) combined. A reconciliation of these non-GAAP financial measures to the most comparable GAAP measure is included in Appendix A to this proxy statement.

“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 ~~Rang~~eRange

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 for~~measured in total during the ~~Performance Period. In order for any PSUs to be earned for the~~PSU 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 least~~metric. The performance objectives provide that vesting of its respective 50% of the total PSU award is subject to the Company achieving an amount equal to ~~the~~or 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 during~~objective for the Performance Period. If ~~both such conditions are met,~~a performance objective is achieved at threshold but not exceeded, half of the ~~number~~PSUs relating to that performance objective will vest. If the target for a performance objective is achieved or exceeded, 100% of the PSUs ~~earned~~relating to that performance objective will vest. If an amount in between the threshold and target dollar amount for a performance objective is achieved, the vesting percentage will be ~~equal to one-third~~interpolated on a straight-line basis. If performance for either objective is below the applicable threshold, none of the ~~target number of~~corresponding PSUs ~~set forth in Section 1, multiplied by (i) the number of years during the~~ will be earned.


Performance Criteria	Threshold (50% Vesting)(1)(2)	Target (100% Vesting)(1)



Cumulative Adjusted EBITDA (50%)(3)	$575.0M	$750.0M


Cumulative Managerial Controllable Free Cash Flow (50%)	$450.0M	$625.0M

(1)

Performance Period (out of three) that the Relative Free Cash Flow Yield was positive, multiplied by (ii) the Percent of Shares Earned based on Cumulative Managerial Controllable Free Cash Flow. The Percent of Shares Earned based on Cumulative Managerial Controllable Free Cash Flow is 50% for performance atbetween the threshold ~~level~~ and ~~increases up to 100% for performance at~~target levels will be interpolated on a ~~target level. Performance at a level above a target level does not result in shares earned in excess~~straight-line basis.

(2)

None of the corresponding PSUs vest if performance for the applicable target ~~number~~is below threshold.

(3)

In 2023, we decreased the Cumulative Adjusted EBITDA threshold and target amounts as compared to 2022. Our financial performance in 2021 and 2022 were in part the result of ~~PSUs awarded.~~ extraordinary market conditions following the COVID-19 pandemic. We subsequently adjusted the targets expecting more normalized market conditions taking into account historical, current, and anticipated market data as well as conditions specific to the Company, including investment in long-term growth initiatives.

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


Year(1)	Target Price		Annual Vesting(1)	Vesting Year



1	$18.15	(2)	10%	April 1, 2021 – March 31, 2022


2	$19.96	(3)	20%	April 1, 2022 – March 31, 2023


3	$21.96	(4)	30%	April 1, 2023 – March 31, 2024


4	$24.15		40%	April 1, 2024 – March 31, 2025


5	$26.57		-	April 1, 2025 – March 31, 2026

(1)

Options that fail to vest during the first four years may vest on the fifth anniversary if the average closing price of the Company stock is equal to or exceeds the target price of $26.57 during any consecutive forty-five day window during the fifth year.

(2)

Year 1 achievement occurred from July 1, 2021 – September 2, 2021, when the average forty-five day closing price reached $18.27.

(3)

Year 2 achievement occurred from April 1, 2022 – June 6, 2022, when the average forty-five day closing price was $33.42.

(4)

Year 3 achievement occurred from April 3, 2023 – June 6, 2023, when the average forty-five day closing price was $35.73 and the third tranche will vest on March 31, 2024.

Named Executive Officer ~~2017~~2023 LTIP Awards

In ~~March 2017,~~February 2023, after review of management’s recommendations regarding the type and size of ~~2017~~2023 LTIP awards to the named executive officers, the Board awarded the named executive officers the following ~~2017~~2023 LTIP awards, which were granted in March ~~2017.~~2023:


Named Executive Officer	PSUs (units)	RSUs (units)*	PSUs (units)	RSUs (units)(1)



Edward J. Lehner	63,650	31,350	73,700	36,300
Erich S. Schnaufer	16,750	8,250


James J. Claussen			23,450	11,550


Michael J. Burbach	16,750	8,250	23,450	11,550
Kevin D. Richardson	16,750	8,250
See Leong Fang	10,050	4,950


Mark S. Silver			16,750	8,250


John E. Orth			11,725	5,775

(1)

One-third of such RSUs will vest on each of the first three anniversaries of the RSU grant date.

The Board approved ~~2017~~the 2023 LTIP awards to the named executive officers after considering Peer Group data, comparable compensation data obtained from surveys, the officers’ positions and shares available for allocation under the Second Amended and Restated Omnibus Plan.

Additional information regarding the ~~2017~~2023 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

Executive Compensation

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 under~~All 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 ~~sponsor~~sponsors the Ryerson Pension Plan, a qualified defined benefit pension plan. Of our named executive officers, only ~~Messrs.~~Mr. Burbach ~~and Richardson were~~was eligible to participate in the Ryerson Pension Plan. Mr. Burbach was eligible to participate in the Ryerson Pension Plan under the Ryerson Pension Plan Supplement for Former Participants in the Integris Metals, Inc. Pension Plan, which was frozen as of December 31, 2005, and ~~Mr.~~

~~Richardson was~~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 ~~participate~~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 ~~Ryerson~~highest five consecutive paid calendar years during the ten-year period prior to December 31, 2005.

RYERSON 2024 Proxy Statement |48

Executive Compensation

Supplemental Pension Plan ~~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’s~~The Employment ~~Agreement and the other~~Agreements with our named executive ~~officers’ employment agreements~~officers 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 termination~~certain terminations of employment or change of control are included under “Potential Payments Upon Termination or Change in Control,” below on page ~~44.~~59.

Compensation Risk Management

The Company’s management conducts a risk-assessment annually related to the Company’s compensation programs and presents to the Compensation Committee its assessment of the related risks. The Company’s assessment in 2023 included a review and assessment of risks related to Company’s AIP and LTIP discussed in this proxy statement, including an analysis of the mix of fixed and at-risk compensation based on each position’s level of accountability and its impact on financial results, as well as sales incentive plans applicable to the Company’s sales employees. We have reviewed our compensation policies and practices and have determined that those policies and practices are not reasonably likely to have a material adverse effect on the Company.

RYERSON 2024 Proxy Statement |49

Executive Compensation

Tax Considerations and Deductibility of Compensation

In general, Section 162(m) of the Internal Revenue Code of 1986, ~~(the “Section 162(m)”),~~ as amended (the “Code”) generally ~~disallows public companies~~denies a ~~tax~~publicly 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, the~~December 2023, our Board ~~established~~updated our stock ownership guidelines for our executive officers, including ~~all~~our named executive officers. The guidelines are intended to increase the stake these officers hold in the Company and to more closely align their long-term financial interests with those of our ~~stockholders.~~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:

•

The President & CEO should acquire and maintain stock ownership equal in value to at least five times his/her base salary;

•

The CFO and COO should acquire and maintain stock ownership equal in value to at least three times his/her base salary; and

•

Our other section 16 executive officers should acquire and maintain stock ownership equal in value to at least two times his/her base salary.

	•	~~The President & CEO should acquire and maintain stock ownership equal in value to five times his base salary;~~

	•	~~The CFO should acquire and maintain stock ownership equal in value to three times his base salary;~~

	•	~~Each Regional President should acquire and maintain stock ownership equal in value to three times his base salary; and~~

	•	~~Other~~Our current executive ~~officers should acquire and maintain stock ownership equal in value to one time his base salary.~~

~~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 officer~~of common stock, unvested RSUs and restricted stock, vested RSUs, and earned PSUs are included in the calculation of stock ownership levels. All our executives were in compliance with the guidelines at the end of December 31, 2023.

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, our~~We have an insider trading policy ~~prohibits such persons from engaging in short sales~~that 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

~~2018 Base Salaries~~

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 information~~applicable rules, in connection with an accounting restatement our policy requires recoupment of certain erroneously awarded incentive compensation paid to our executive officers if the ~~Company’s design of its~~amounts 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 to~~during the ~~Compensation Committee. The Compensation Committee and Board considered~~three completed fiscal years preceding the ~~information in making compensation decisions in March 2018.~~

~~With respect to the base salaries~~date 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. Lehner~~they 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 directly~~restated 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

~~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

35

The following table presents compensation information for Mr. Lehner, ~~our~~ President & CEO; Mr. ~~Schnaufer, our~~Claussen, EVP and CFO; and Messrs. Burbach, ~~Richardson~~Orth 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 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 ~~determination~~grant date. ~~Gross earnings for employees outside~~For additional information, including a discussion of the ~~United States were converted~~assumptions used to ~~USD.~~

~~• Determine~~calculate these values, please see Note 11 of the ~~median employee based~~Consolidated Financial Statements contained in our Fiscal Year 2023 Annual Report on ~~gross earnings. To determine~~Form 10-K.

(8)

Mr. Burbach was appointed COO of the ~~median employee, including each element of compensation listed in the Summary Compensation Table above, including the Company’s matching contribution~~Company effective April 2, 2021, prior to ~~our 401(k) plan for such median employee.~~

which he served as Regional President, North-West Region.

Grants of Plan-Based Awards

~~For~~The table below presents the potential payouts under the RSUs and PSUs awarded February 2023, and the 2023 AIP for the Fiscal Year Ended December 31, ~~2017~~2023.

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

	~~(1)~~	With respect to the 2017 LTIP Awards, on March 7, 2017, the Board approved the number of RSUs and PSUs to be granted to each named executive officer and directed that the awards be granted at a later date determined administratively appropriate by the Company’s CEO. For more information regarding the 2017 LTIP awards, see the discussion under “Long-Term Incentive Plan (“LTIP”),” above on page 30. With respect to the 2017 AIP awards, on March 7, 2017, the Compensation Committee approved the AIP, including the performance measures on which the cash AIP bonus payments would be based. For more information regarding the 2017 AIP awards and the determination of the AIP target bonus percentages, see the discussion under “2017 Annual Incentive Plan,” above on page 28.
	~~(2)~~	2017 AIP awards consist of annual incentive bonus opportunities for each of the named executive officers awarded under the 2017 AIP. See the description of the 2017 AIP under “2017 Annual Incentive Plan,” above on page 28. The award amounts paid are based on a percentage of the named executive officers’ annualized salaries in effect on November 30, 2017. Actual 2017 AIP award payments for the fiscal year reported are listed under “Actual Payouts under the 2017 AIP,” above on page 29.
	~~(3)~~	Reflects long-term incentive awards in the form of performance-based PSUs granted to the named executive officers under the 2017 LTIP on March 31, 2017, in accordance with the Omnibus Plan as discussed under “Long-Term Incentive Plan (“LTIP”),” beginning on page 30. These awards are also included in column (i) of the “Outstanding Equity Awards at Fiscal Year-End” table on page 41 and the aggregate grant date fair value is included in column (e) of the “Summary Compensation Table,” on page 36. The maximum number of shares that may be earned with respect to the PSUs is equal to the number of shares earned at target level performance.
	~~(4)~~	Reflects long-term incentive awards in the form of time-based RSUs granted to the named executive officers under the 2017 LTIP on March 31, 2017, in accordance with the Omnibus Plan as discussed under “Long-Term Incentive Plan (“LTIP”)” beginning on page 30. These awards are also included in column (g) of the “Outstanding Equity Awards at Fiscal Year-End” table on page 41, and the aggregate grant date fair value is included in column (e) of the “Summary Compensation Table,” on page 36.
	~~(5)~~	The grant date fair value of the RSUs and PSUs described in notes 3 and 4 to this table, which were granted to the named executive officers on March 31, 2017, under the 2017 LTIP, as further described above under “Long-Term Incentive Plan (“LTIP”),” on page 30. The grant date fair value of the RSU and PSU awards was computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and as further described above in footnote (3) to the Summary Compensation Table on page 36. This determination with respect to the PSUs is calculated based on probable performance (or target performance) achievement.


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of	Grant Date Fair Value of Stock and
Name (a)	Plan (b)	Grant Date (c)	Date of Approval Action(1) (d)	Threshold ($)(2) (e)	Target ($)(2) (f)	Maximum ($)(2) (g)	Threshold (#)(3) (h)	Target (#)(3) (i)	Maximum (#)(4) (j)	Stock or Units (#)(5) (k)	Option Awards ($)(6) (n)



Edward J. Lehner	2023 AIP(2)			375,000	1,500,000	3,000,000	—	—	—	—	—


	2023 LTIP RSU(1)(4)	3/31/23	2/15/23	—	—	—	—	—	—	36,300	1,320,594


	2023 LTIP PSU(1)(3)	3/31/23	2/15/23	—	—	—	36,850	73,700	—	—	2,681,206


James J. Claussen	2023 AIP(2)			84,375	337,500	675,000	—	—	—	—	—


	2023 LTIP RSU(1)(4)	3/31/23	2/15/23	—	—	—	—	—	—	11,550	420,189


	2023 LTIP PSU(1)(3)	3/31/23	2/15/23	—	—	—	11,725	23,450	—	—	853,111


Michael J. Burbach	2023 AIP(2)			92,625	370,500	741,000	—	—	—	—	—


	2023 LTIP RSU(1)(4)	3/31/23	2/15/23	—	—	—	—	—	—	11,550	420,189


	2023 LTIP PSU(1)(3)	3/31/23	2/15/23	—	—	—	11,725	23,450	—	—	853,111


Mark S. Silver	2023 AIP(2)			79,931	319,725	639,450	—	—	—	—	—


	2023 LTIP RSU(1)(4)	3/31/23	2/15/23	—	—	—	—	—	—	8,250	300,135


	2023 LTIP PSU(1)(3)	3/31/23	2/15/23	—	—	—	8,375	16,750	—	—	609,365


John E. Orth	2023 AIP(2)			58,559	234,234	468,468	—	—	—	—	—


	2023 LTIP RSU(1)(4)	3/31/23	2/15/23	—	—	—	—	—	—	5,775	210,095


	2023 LTIP PSU(1)(3)	3/31/23	2/15/23	—	—	—	5,862	11,725	—	—	426,556

(1)

With respect to the 2023 LTIP Awards, on February 16, 2023, the Board approved the number of RSUs and PSUs to be granted to each named executive officer and the grants were made on March 31, 2023. For more information regarding the 2023 LTIP awards, see the discussion under “Long-Term Incentive Plan (“LTIP”),” above on page 43. With respect to the 2023 AIP awards, on February 15, 2023, the Compensation Committee approved the AIP, and affirmed the performance measures on which the cash AIP bonus payments were based. For more information regarding the 2023 AIP awards and the determination of the AIP target bonus percentages, see the discussion under “2023 Annual Incentive Plan,” above on page 41.

(2)

The 2023 AIP awards consist of annual incentive bonus opportunities for each of the named executive officers awarded under the 2023 AIP. The threshold, target and maximum amounts shown are equal to 25%, 100% and 200%, respectively, of the named executive officers’ bonus target percentage. See the description of the 2023 AIP under “2023 Annual Incentive Plan,” above on page 41. The award amounts paid are calculated based on the named executive officers’ annualized salaries in effect on November 30, 2023. For more information regarding the named executive officers’ 2023 Base Salaries, see the discussion under “Executive Compensation – 2023 Base Salaries” above on page 40. Actual 2023 AIP award payments are listed under “Actual Payouts under the 2023 AIP,” above on page 42.

(3)

Reflects the range of the LTIP awards in the form of performance-based PSUs (which are earned based upon performance against pre-established metrics over a three-year performance period) granted to the named executive officers under the 2023 LTIP on March 31, 2023, in accordance with the Second Amended and Restated Omnibus Plan as discussed under “Long-Term Incentive Plan (“LTIP”),” beginning on page 43. These awards are also reported on the “Outstanding Equity Awards at Fiscal Year-End” table on page 56 and the aggregate grant date fair value is included in the Stock column of the “Summary Compensation Table,” on page 51.

(4)

The maximum number of shares that may be earned with respect to the PSUs is equal to the number of shares earned at target level performance.

(5)

Reflects the LTIP awards in the form of time-based RSUs (which vest ratably over three years, beginning on March 31, 2024, and annually thereafter) granted to the named executive officers under the 2023 LTIP on March 31, 2023 in accordance with the Second Amended and Restated Omnibus Plan as discussed under “Long-Term Incentive Plan (“LTIP”),” beginning on page 43. These awards are also reported on the “Outstanding Equity Awards at Fiscal Year-End” table on page 56 and the aggregate grant date fair value is included in the Stock column of the “Summary Compensation Table,” on page 51.

(6)

The grant date fair value of the RSU and PSU awards was computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and as further described above in footnote (3) to the Summary Compensation Table on page 51. This determination with respect to the PSUs is calculated based on probable performance (or target performance) achievement, which is also the highest level of achievement.

RYERSON 2024 Proxy Statement |52

Compensation Tables

Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards

~~Each~~In 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 ~~2017~~2023 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, the~~The Company and Mr. Lehner entered into ~~a new~~an employment agreement for Mr. Lehner pursuant to ~~serve~~which 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 ~~Richardson~~Claussen

We entered into an employment ~~agreements~~agreement 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 have~~agreement has remained in effect since that time, although provisions regarding compensation items such as annual base salary, target annual bonus opportunity as a percentage of salary and other compensation elements have been ~~modified, including by a most recent amendment in April 2009.~~modified. The ongoing terms of ~~the three agreements are~~Mr. Burbach’s employment is substantially the same and ~~are~~is described below. We amended and restated Mr. Claussen’s employment agreement upon his appointment as EVP & CFO of the Company in January 2021.

RYERSON 2024 Proxy Statement |53

Compensation Tables

Each employment agreement provides that the Company and the officer may each terminate the agreement for any or no reason on 30 days’ prior notice. In the event that the officer’s employment is terminated by us without ~~cause~~“cause” or by ~~him~~the executive for ~~good reason, he~~“good reason” (each as defined in the applicable employment agreement), the executive will be entitled to continue to receive ~~his~~the executive’s base salary, payable in installments in accordance with normal payroll practices and continued medical and dental benefits at active employee rates for the period commencing on ~~his~~the 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 ~~his~~the 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 ~~him~~the executive in the three years immediately preceding ~~his~~the executive’s termination date, payable in the first quarter of the year following the year of ~~his~~the executive’s termination. Further, hethe executive may be eligible for a pro-rated portion of the Annual Incentive Plan award for the year of ~~his~~the executive’s termination, based on the number of months during that year that elapsed prior to ~~his~~the executive’s termination date, and depending on the Company’s attainment of the applicable performance measures for that year, which pro-rated amount would be payable in the first quarter of the year following the year of ~~his~~the executive’s termination.

Each employment agreement contains confidentiality, non-compete and non-solicitation provisions. The confidentiality provisions require the officer to keep confidential and not disclose confidential information relating to the Company, its subsidiaries and affiliates, its customers and/or vendors and suppliers. Under the non-solicitation and non-competition provisions, beginning on the date of the employment agreement and ending twelve months after ~~his~~the executive’s employment termination date, the officer may not (a) own, operate, manage, control, participate, consult with, advise or have any financial interest in (including as a stockholder, agent, director, officer, employee or consultant or contractor) any competitor (as defined below), or in any manner engage in the start-up of a business in competition with the Company’s business (subject to an exception permitting the officer’s ownership of one percent or less of the outstanding stock of certain publicly-listed corporations), (b) call upon, solicit business from or sell any products sold or distributed by the Company to any customer or prospective customer of the Company with whom employees of the Company had contact during ~~his~~the executive’s employment with the Company, (c) encourage any employees of the Company to seek or accept an employment or business relationship with a person or entity other than the Company, or in any way interfere with the relationship of the Company and any of its employees, or (d) encourage any supplier, distributor, franchisee, licensee, or other business relation of the Company to cease or curtail doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company. A “competitor” under each of ~~Mr. Schnaufer’s, Mr.~~Messrs. Burbach’s and ~~Mr. Richardson’s~~Claussen’s employment agreements refers to a person or entity, including metals-related Internet marketplaces, engaged in the metal service center processing and/or distribution business.

Mr. Silver

~~Mr. Fang~~

In ~~March~~January 2013, we entered into an employment agreement with Mr. ~~Fang~~Silver 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 ~~perquisites~~duties and compensation provisions such as ~~housing,~~ annual base salary and other compensation items have been modified. The agreement provides that either Mr. ~~Fang~~Silver or the Company may terminate his employment at any time, with or without cause. In the event his employment is terminated by the Company without cause, Mr. Silver will be entitled to (i) 12 months of medical and dental benefits continuation subsidized at the active employee rate, and (ii) continue to receive his base salary for fifty-two weeks, payable in installments in accordance with normal payroll practices, provided that he executes a mutual release acceptable to both the Company and Mr. Silver through which he will release the Company and its affiliates from any and all claims and the Company and its affiliates will release him from any and all claims, and a non-compete agreement which shall limit him from competing with the Company during the fifty-two week severance period, to the extent allowed by applicable law.

RYERSON 2024 Proxy Statement |54

Compensation Tables

Mr. Orth

In December 2017, we entered into an employment agreement with Mr. Orth in connection with his initial employment as Senior Vice President - Operations. The agreement has remained in effect since that time, although provisions regarding position title, and duties and compensation provisions such as annual base salary and other compensation items have been modified. The agreement provides that either Mr. Orth or the Company may terminate his employment at any time, with or without “cause” (as defined in the employment agreement). In the event his employment is terminated by the Company without cause, Mr. Orth will be entitled to continue to receive his base salary, payable in installments in accordance with normal payroll practices, for the period commencing on the executive’s termination date and ending on the earlier of (i) 52 weeks after the termination date and (ii) the date Mr. Orth secures employment, either as an employee or an independent contractor, with Platinum Equity LLC or one of its affiliates, provided that he executes a mutual release acceptable to both the Company and Mr. Orth through which he will release the Company and its affiliates from any and all claims and the Company and its affiliates will release him from any and all claims, and a non-compete agreement which shall limit him from competing with the Company during the 52 week severance period, to the extent allowed by applicable law.

RYERSON 2024 Proxy Statement |55

Compensation Tables

Outstanding Equity Awards at Fiscal Year-End

The table below shows the outstanding equity awards for each named executive officer on December 31, 2023.

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 (a)	Plan (b)	Grant Date (c)	Number of Securities Underlying Unexercised Options (#) Exercisable (d)	Number of Securities Underlying Unexercised Options (#) Unexercisable (e)	Equity incentive plan awards: number of securities underlying unexercised unearned options (#) (f)	Option Exercise Price ($)(1) (g)	Option Expiration Date (h)	Number of Shares or Units of Stock That Have Not Vested (#) (i)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2) (j)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (k)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) (l)



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


	2021 NSO Award(8)	3/31/2021	3,750	3,750	5,000	16.50	3/31/2031	—	—	—	—


James J. Claussen	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	—	—	—	—


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	—	—	—	—

(1)

The original exercise price for the NSOs was set based on the Company’s average share closing price over the five business days preceding the grant date of March 31, 2023.

(2)

Amounts also include dividend equivalent rights granted to the named executive officer pursuant to the terms of the award agreements governing each RSU to reflect the payment of dividends on our common stock. Dividend equivalent rights vest on the same terms as the related RSUs. All dividend equivalent rights are granted pursuant to the terms of the Second Amended and Restated Omnibus Plan. Our practice with respect to crediting dividend equivalent rights is described in more detail

RYERSON 2024 Proxy Statement |56

Compensation Tables

on page 44. Amounts under “Market Value of Shares or Units of Stock That Have not Vested” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” were calculated based on the closing price per share of our common stock on the NYSE on December 29, 2023, of $34.68 adjusted for splits and dividend and/or capital gain distributions, the last trading day of fiscal year 2023.

(3)

Each of these time-based awards will vest with respect to one-third of the award on each of the first three anniversaries of the RSU grant date if service requirements are met.

(4)

Each of these performance-based awards will vest, if at all, on the later to occur of (x) the third anniversary of the grant date and, (y) the date Compensation Committee certifies the achievement of the applicable performance objectives. The number and market value of unearned PSUs reported in the table above assumes achievement of target level of performance for each of the grants made on March 31, 2021, March 31, 2022 and March 31, 2023 (which is also the highest level of performance for such awards).

(5)

The portion of the PSUs that vest depended on the Company’s actual Cumulative Adjusted EBITDA excluding LIFO and Cumulative Managerial Controllable Free Cash Flow during the three-year period from January 1, 2021 through December 31, 2023 against established targets for each objective, each as set forth below.


Performance Criteria		Threshold (50% Vesting)(1)(2)	Target (100% Vesting)(1)
	~~(1)~~	Consists of RSUs granted to the named executive officers on August 17, 2015 under the 2015 LTIP, on March 31, 2016 under the 2016 LTIP, and on March 31, 2017 under the 2017 LTIP as described above under “Long-Term Incentive Plan (“LTIP”) – Restricted Stock Units,” on page 31. Each of these time-based awards will vest with respect to one-third of the award on each of the first three anniversaries of the RSU grant date if service requirements are met. The named executive officers are not entitled to any voting rights with respect to the RSUs and are not entitled to receive dividends on the RSUs, but are entitled to dividend equivalent rights with respect to the RSUs.
	~~(2)~~	~~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.~~
	~~(3)~~	Consists of PSUs granted to the named executive officers on August 17, 2015 under the 2015 LTIP, on March 31, 2016 under the 2016 LTIP, and on March 31, 2017 under the 2017 LTIP as described above under “Long-Term Incentive Plan (“LTIP”
Cumulative Adjusted EBITDA (50%) – Performance Units,” on page 31. Each of these performance-based awards will vest, if at all, after the third anniversary of the PSU grant date if service and performance requirements are met. The portion of the PSUs that vest will depend on the level of the Company’s performance over the three-year period from 2015 through 2018 against certain performance objectives for PSUs granted on August 17, 2015, and the Company’s performance over the three-year period from 2016 through 2018 against certain performance objectives for PSUs granted on March 31, 2017. The named executive officers are not entitled to any voting rights with respect to the PSUs and are not entitled to receive dividends on the PSUs. This column reflects the number of PSUs that will be received based on the performance objectives being achieved at target levels.		$500.0M	$650.0M


Cumulative Managerial Controllable Free Cash Flow (50%)		$300.0M	$425.0M

(1)

Performance between the above referenced threshold and target levels will be interpolated on a straight-line basis.

(2)

None of the corresponding PSUs vest if performance for the applicable target is below threshold.

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.

(6)

The portion of the PSUs that vest will depend on the Company’s actual Cumulative Adjusted EBITDA excluding LIFO and Cumulative Managerial Controllable Free Cash Flow during the three-year period from January 1, 2022 through December 31, 2024 against established targets for each objective, each as set forth below.

41
Performance Criteria	Threshold (50% Vesting)(1)(2)	Target (100% Vesting)(1)



Cumulative Adjusted EBITDA (50%)	$650.0M	$825.0M


Cumulative Managerial Controllable Free Cash Flow (50%)	$425.0M	$575.0M

(1)

Performance between the above referenced threshold and target levels will be interpolated on a straight-line basis.

(2)

None of the corresponding PSUs vest if performance for the applicable target is below threshold.

(7)

The portion of the PSUs that vest will depend on the Company’s actual Cumulative Adjusted EBITDA excluding LIFO and Cumulative Managerial Controllable Free Cash Flow during the three-year period from January 1, 2023 through December 31, 2025 against established targets for each objective, each as set forth below.


Performance Criteria	Threshold (50% Vesting)(1)(2)	Target (100% Vesting)(1)



Cumulative Adjusted EBITDA (50%)	$575.0M	$750.0M


Cumulative Managerial Controllable Free Cash Flow (50%)	$450.0M	$625.0M

(1)

Performance between the above referenced threshold and target levels will be interpolated on a straight-line basis.

(2)

None of the corresponding PSUs vest if performance for the applicable target is below threshold.

(8)

NSOs, representing 30% of the initial NSO grant, will vest and become exercisable on March 31, 2024, since the average closing price of the Company’s stock exceeded the target price of $21.96 during a consecutive forty-five day window during the vesting year. The remaining NSOs representing 40% of the initial NSO grant will vest if the average closing price of the Company’s stock is equal to or exceeds the target price of $24.15 during any consecutive forty-five day window from April 1, 2024 through March 31, 2025. Any NSOs that do not vest on schedule remain eligible to vest on the fifth anniversary of the March 31, 2021 grant date if the target price of $26.57 is achieved during any consecutive forty-five day window during the fifth year of the grant date.

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


~~(1)~~	The value realized is calculated by multiplying the number of shares of stock received by the closing price per share of our common stock on the NYSE on the applicable vesting date or, if applicable, on the last trading day before the vesting date: $12.60 on 3/31/2017 and $7.85 on 8/17/2017.

The following table presents, for each of the named executive officers, the number of shares of our common stock acquired and the value realized upon the exercise of any stock options and the vesting and settlement of RSUs and PSUs during 2023. Stock awards vested in 2023 are comprised of RSUs and PSUs granted under the LTIP for the fiscal years 2020, 2021, and 2022.

Option Awards

Stock Awards

Name
(a)

Number of
Shares
Acquired
on Exercise
(b)

Value Realized
on Exercise
($)(1)
(c)

Number of
Shares
Acquired
on Vesting
(d)

Value Realized
on Vesting
($)(2)
(e)

Edward J. Lehner

—

—

106,513

$3,874,943

James J. Claussen

—

—

14,617

$531,766

Michael J. Burbach

—

—

27,482

$999,795

Mark S. Silver

—

—

22,703

$825,935

John E. Orth

—

—

11,217

$408,074

(1)
No NSOs held by our named executive officers were exercised in 2023.
(2)
The value realized is calculated by multiplying the number of shares of stock received by the closing price per share of our common stock on the NYSE on the applicable vesting date or, if such date was not a trading date, on the last trading day immediately preceding the vesting date. In 2023, certain PSUs and RSUs held by our named executive officers vested on March 31, 2023, and the closing price per share of our common stock was $36.38, and $35.75 adjusted for any dividends .

Pension Benefits

The following table reflects the pension benefits of ~~Messrs. Burbach~~Mr. Burbach.


Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit ($)(1)	Payments During Last Fiscal Year ($)



Michael J. Burbach	Ryerson Pension Plan	21.67	$814,949	—


	Integris Metals, Inc. Excess Retirement Benefit Plan	21.67	$144,955	—

(1)

The actuarial present value of Mr. Burbach’s accumulated benefit under the relevant plan assumes retirement at age 62 with at least 10 years of credited service, which is the earliest he would be eligible to receive unreduced benefits. The value is computed as of December 31, 2023, the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the last completed fiscal year. See Note 10 “Employee Benefits—Summary of Assumptions and ~~Richardson.~~

Activity” of the Notes to our Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for information regarding the valuation method and assumptions used in quantifying these amounts.

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 —

~~(1)~~

The actuarial present value of Mr. Burbach’s accumulated benefit under the relevant plan assumes retirement at age 62 with at least 10 years of credited service, which is the earliest he would be eligible to receive unreduced benefits. The actuarial present value of Mr. Richardson’s accumulated benefit under the relevant plan assumes retirement at age 65 and at least 5 years of credited service, at which time he would be eligible for the maximum benefit. Both are computed as of December 31, 2017, the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the last completed fiscal year. See Note 10. “Employee Benefits—Summary of Assumptions and Activity” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, for information regarding the valuation method and assumptions used in quantifying these amounts.

Of our named executive officers, only ~~Messrs.~~Mr. Burbach ~~and Richardson were~~was eligible to participate in the Ryerson Pension Plan and the Integris Metals, Inc. Excess Retirement Benefit Plan, in each case, by virtue of ~~their~~his 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

Compensation Tables

~~Qualified Pension Plan~~

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.

~~Supplemental Pension Plan~~

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 Contributions in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)(1)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)(2)



Michael J. Burbach	—	—	$250	—	$12,350


James J. Claussen	—	—	$18	—	$877

(1)

Earnings reported are not above-market or preferential, and as a result they are not reported as compensation in the Change In Pension Value and Nonqualified Deferred Compensation

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

~~(1)~~

~~None of the contributions or earnings reported in columns (c) and (d) are reported as compensation in the Summary Compensation Table above on page 36.~~

~~(2)~~

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 Managed Income Portfolio Fund II fund, which in 2017 ranged from 0.11% to 0.14% per month, compounded monthly. The amounts reported in this column consist of interest earned on such deferred cash accounts.

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 available~~fund, which in 2023 ranged from 0.13% to ~~the participants~~0.22% per month, compounded monthly. The amounts reported in ~~our 401(k) Plan.~~

this column consist of interest earned on such deferred cash accounts.

~~Generally, each of~~Of our named executive officers, ~~is eligible for~~only Messrs. Burbach and Claussen participated in our nonqualified savings plan. ~~Our named executive officers will be entitled to the vested balance of~~For 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, ~~2017~~2023 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 ~~PSUs~~NSOs 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		Severance ($)(1)	Annual Incentive Plan ($)(2)	3-Year AIP Average ($)(3)	Benefits Continuation ($)(4)	Total ($)



Edward J. Lehner	Involuntary	1,800,000	1,250,480	—	27,301	3,077,781


	Death or Disability	92,308	1,250,480	—	—	1,342,788


James J. Claussen	Involuntary	472,500	295,426	533,851	18,201	1,319,978


	Death or Disability	36,346	295,426	—	—	331,772


Michael J. Burbach	Involuntary	494,000	308,869	565,456	411	1,368,736


	Death or Disability	38,000	308,869	—	—	346,869


Mark S. Silver	Involuntary	456,750	266,540	—	3,104	726,394


	Death or Disability	35,135	266,540	—	—	301,675


John E. Orth	Involuntary	360,360	195,270	—	—	555,630


	Death or Disability	27,720	195,270	—	—	222,990

~~(1)~~

In the event of an involuntary termination, consists of (i) 52 weeks or 12 months of base salary payment in the case of Messrs. Burbach, Richardson and Schnaufer, (ii) 18 months of base salary payment in the case of Mr. Lehner, pursuant to Mr. Lehner’s Employment Agreement, and (iii) 4 weeks for Mr. Fang in accordance with the Company’s normal pay practices.(1)

For each of Messrs. Lehner, Claussen and Burbach, an “involuntary termination” means a termination by the Company without cause or by the executive for good reason. For each of Messrs. Silver and Orth, an involuntary termination means a termination by the Company without cause. In the event of an involuntary termination, consists of (i) 52 weeks or 12 months of base salary payment in the case of each of Messrs. Burbach, Claussen, Orth and Silver, and (ii) 18 months of base salary payment in the case of Mr. Lehner. In the event of an executive’s termination due to death (but not disability), under the Ryerson Severance Plan, employees, including our named executive officers, are entitled to a payment equal to four weeks of base pay. The named executive officers’ receipt of payments after their terminations is subject to execution of a release, and the execution of a non-compete agreement in the case of Messrs, Orth and Silver, continued compliance with existing confidentiality, non-compete and non-solicitation provisions in their employment agreements in the case of Messrs. Burbach and Claussen, and with compliance with the executed confidentiality, non-competition and non-solicitation agreement in the case of Mr. Lehner.

(2)

If a named executive officer’s termination is due to an involuntary termination due to position elimination, death, permanent disability or retirement, the executive will be entitled to a pro-rated portion of the AIP payment to which the executive would have been entitled (based on Company performance) had he or she remained an employee through December 31, 2023. Actual 2023 AIP award payments for the fiscal year are reported in the table.

(3)

Under each of Messrs. Burbach’s and Claussen’s employment agreements, if the executive is terminated involuntarily, the executive will receive a payment equal to the average of the AIP awards paid to the executive in the three years immediately preceding the executive’s termination date. For additional information, see “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards – Messrs. Burbach and Claussen” above starting on page 53.

(4)

Mr. Lehner is eligible for 18 months of medical and dental benefits continuation subsidized at the active employee rate as provided by his confidentiality, non-competition and non-solicitation agreement. Messrs. Burbach, Claussen and Silver are eligible for 12 months of medical and dental benefits continuation subsidized at the active employee rate as provided by their employment agreements. They are not eligible for medical insurance benefits under the terms of their employment agreements because both are eligible for the retiree medical benefits under the Ryerson Retiree Comprehensive Health Care Plan.

RYERSON 2024 Proxy Statement |60

Compensation Tables

Pay Ratio

On December 31, 2023, the estimated ratio of the annual total compensation of our “median employee” of $73,019 to the annual total compensation of our CEO of $6,476,248 was 89:1. On December 31, 2022, the estimated ratio of the annual total compensation of our “median employee” of $67,363 to the annual total compensation of our CEO of $8,898,112 was 132:1 on December 31, 2022. The higher pay ratio in 2022 was in part due to a one-time bonus paid to our CEO as discussed under "AIP and Discretionary Bonuses" on page 42. In calculating the annual total compensation for the median employee, we included each element of compensation listed in the Summary Compensation Table above, including the Company’s matching contribution to a 401(k) plan or similar plan for such median employee.

The median employee was identified as of December 31, 2023 by taking the following steps:

•

Identifying the employees to be included in the calculation.

•

Calculating the compensation of each of the employees in the employee pool for the 12 months ending December 31, 2023.

•

Ordering the gross earnings of all employees in the employee pool from lowest to highest and identifying the median employee based on gross earnings.

As of December 31, 2023, we had 4,095 employees globally. In determining the compensation of our median employee, we excluded our 106 employees in Mexico and the approximately 353 employees who became Ryerson employees in 2023 in the following business acquisitions: BLP Holdings, LLC, Norlen Incorporated, TSA Processing Chicago, Inc., and Hudson Tool Steel Corporation. As a result, the employee population that we used for purposes of determining the compensation of our median employee was 3,636 employees.

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022 and 2023 calendar years.


								Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO(1) ($)	Compensation Actually Paid to PEO(1)(2)(3) ($)		Average Summary Compensation Table Total for Non-PEO NEOs(4) ($)		Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) ($)		Company Total Shareholder Return ($)	Peer Group Total Shareholder Return(5) ($)	Net Income ($ in millions)		Adj. EBITDA excl. LIFO(6) ($ in millions)



2023	$6,476,248		$7,874,337		$1,763,051		$2,275,550	$299.90	$221.59		146.4	231.1


2022	$8,898,112		$10,124,161		$1,999,669		$2,480,774	$257.23	$163.52		391.5	582.0


2021	$5,319,454		$8,913,561		$1,405,832		$2,029,082	$217.77	$142.15		295.4	860.6


2020	$1,836,307		$2,493,004		$573,271		$561,577	$113.29	$106.54		(65.3)	125.7

(1)

Edward J. Lehner (President & CEO) served as the principal executive officer ("PEO") for the full year of each year shown.

RYERSON 2024 Proxy Statement |61

Compensation Tables

(2)

Compensation Actually Paid (CAP) is an amount calculated using a formula prescribed by the SEC based on total compensation as disclosed in the “Summary Compensation Table (SCT)”, with specified adjustments for pensions and stock-based compensation. To calculate CAP, the following amounts were deducted from and added to SCT total compensation:


PEO SCT Total to CAP Reconciliation:


Year	Salary	Bonus and Non- Equity Incentive Compensation(i)	Other Compensation(ii)	SCT Total	Deductions from SCT Total (iii)	Additions to SCT Total (iv)	CAP



2023	$1,150,000	$1,250,480	$73,968	$6,476,248	-$4,001,800	$5,399,889	$7,874,337


2022	$1,037,500	$3,950,000	$58,412	$8,898,112	-$3,852,200	$5,078,249	$10,124,161


2021	$937,500	$2,437,500	$19,504	$5,319,454(v)	-$1,924,950	$5,519,057	$8,913,561


2020(vi)	$754,615	$506,250	$16,842	$1,836,307	-$558,600	$1,215,297	$2,493,004


Average Non-PEO NEOs SCT Total to CAP Reconciliation:


Year	Salary	Bonus and Non- Equity Incentive Compensation(i)	Other Compensation(ii)	SCT Total	Deductions from SCT Total (iii)	Additions to SCT Total (iv)	CAP



2023	$445,903	$266,526	$36,196	$1,763,051	-$1,026,700	$1,539,199	$2,275,550


2022	$426,625	$611,738	$33,132	$1,999,669	-$941,163	$1,422,268	$2,480,774


2021	$377,170	$514,668	$20,928	$1,405,832	-$516,469	$1,139,720	$2,029,082


2020(vi)	$363,542	$114,007	$107,052(vii)	$573,271	-$159,553	$147,859	$561,577

(i)

RSUs and PSUs that vested on March 31, 2020, March 31, 2021, March 31, 2022, and March 31, 2023, vested at the closing price per share of our common stock of $5.32, $17.04, $35.02, and $36.38, respectively.

(ii)

Reflects “All Other Compensation” reported in the SCT for each year shown.

(iii)

Includes (a) the grant date fair value of equity-based awards granted in each year reflected in the table and (b) the changes in the actuarial present value of accumulated pension benefits in the covered year.

(iv)

Includes the value of equity and accumulated pension benefits calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity and pension components of CAP for each fiscal year are further detailed in the supplemental tables below.

(v)

In addition to the awards granted during the Company’s regular grant cycle, certain key employees were granted NSOs under the 2021 LTIP to retain key employees and reward performance. All of our named executive officers were granted NSOs.

(vi)

Compensation in 2021 reflects one-time discretionary bonuses paid to our named executive officers. The 2020 AIP payout threshold were established before the onset of Covid. Since Covid caused the Company's financial performance to fall below the 2020 AIP threshold, and in light of the Company’s extraordinary efforts against an extremely challenging backdrop as well as the need to address employee retention as it pertains to our named executive officers, the Company determined to pay a one-time discretionary bonus.

SUPPLEMENTAL: CEO Equity Component of CAP:


Adjustments to Determine Compensation "Actually Paid" for CEO	2023	2022	2021	2020



Deduction for Change in the Actuarial Present Values reported under the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" Column of the SCT	—	—	—	—


Increase for "Service Cost" for Pension Plans	—	—	—	—


Increase for "Prior Service Cost" for Pension Plans	—	—	—	—


Deduction for Amounts Reported under the "Stock Awards" Column in the SCT	$(4,001,800)	$(3,852,200)	$(1,789,200)	$(558,600)


Deduction for Amounts Reported under the "Option Awards" Column in the SCT	—	—	$(135,750)	—


Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end	$3,814,800	$3,328,600	$2,946,552	$1,436,292


Increase for Fair Value of Awards Granted during year that Vest during year	—	—	—	—


Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	$896,798	$784,149	$2,213,331	$409,271


Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	$688,291	$965,500	$347,718	$(630,266)


Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year	—	—	—	—


Increase based upon Incremental Fair Value of Awards Modified during year	—	—	—	—


Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award	—	—	$11,456	—


Total Adjustments	$1,398,089	$1,226,049	$3,594,107	$656,697

RYERSON 2024 Proxy Statement |62

Compensation Tables


Adjustments to Determine Compensation "Actually Paid" for Non-CEO NEOs	2023	2022	2021	2020



Deduction for Change in the Actuarial Present Values reported under the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" Column of the SCT	$(3,512)	—	$(17,539)	$(71,773)


Increase for "Service Cost" for Pension Plans	—	—	—	—


Increase for "Prior Service Cost" for Pension Plans	—	—	—	—


Deduction for Amounts Reported under the "Stock Awards" Column in the SCT	$(1,023,188)	$(941,163)	$(417,480)	$(87,780)


Deduction for Amounts Reported under the "Option Awards" Column in the SCT	—	—	$(81,450)	—


Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end	$975,375	$813,238	$760,318	$225,060


Increase for Fair Value of Awards Granted during year that Vest during year	—	—	—	—


Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end	$423,422	$443,731	$331,842	$55,896


Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year	$140,402	$165,299	$45,356	$(133,097)


Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year	—	—	—	—


Increase based upon Incremental Fair Value of Awards Modified during year	—	—	—	—


Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award	—	—	$2,204	—
Total Adjustments	$512,499	$481,105	$623,251	$(11,694)

(3)

The assumptions used in calculating the fair value of unvested stock-based awards and outstanding option awards as of December 31st of each year (or the vest date if earlier) were consistent with those used to calculate the grant date fair value, except that the expected level of achievement of any performance criteria applicable to outstanding PSUs was updated based on then-current projections taking into account actual performance through the December 31st of the applicable year (or the vest date if earlier) and the stock price was determined for all equity compensation based on the value on December 31st of the applicable year (or the vest date if earlier). The amounts shown do not constitute a promise or commitment by the Company to pay and final outcomes are likely to differ.

(4)

The non-PEO named executive officers included in 2020, 2021, 2022 and 2023 average compensation are: 2023 and 2022: James J. Claussen, Michael J. Burbach, Mark S. Silver, and John E. Orth; 2021: James J. Claussen, Molly D. Kannan, Michael J. Burbach, Mark S. Silver, and John E. Orth; and 2020: Molly D .Kannan, Michael J. Burbach, Kevin D. Richardson, Mark S. Silver and Erich S. Schnaufer. Mr. Schnaufer stepped down from all positions with the Company and its subsidiaries effective January 3, 2020. Consequently, his base salary for 2020 was prorated based on the number of days worked. Ms. Kannan was a named executive officer for 2021 and 2020 due to her service as interim PFO. Mr. Claussen was appointed EVP & CFO of the Company effective January 11, 2021.

(5)

The peer group is the S&P 500 and a metals service center peer group (the “Peer Group”), which were the indices shown in the performance graph in Item 5 of the Company’s most recent Annual Report filed on Form 10-K. While there is no nationally-recognized industry index consisting of metals service center companies, Ryerson considers its Peer Group to consist of Reliance Steel & Aluminum Co., Olympic Steel Inc. and Worthington Industries, Inc., each of which has securities listed for trading on the NASDAQ; and Russel Metals Inc., which has securities listed for trading on the Toronto Stock Exchange.

(6)

As an additional performance measure, the Company has included Adj. EBITDA, excl. LIFO, which is used by the Company to evaluate performance and allocate resources. A reconciliation of this non-GAAP financial measure to the most comparable GAAP measure is included in Appendix A to this proxy statement.

RYERSON 2024 Proxy Statement |63

Compensation Tables

Compensation Actually Paid

The following graphs show the relationships between compensation actually paid to our CEO and non-CEO named executive officers versus select measures:

(1)

Net income is not used by management to evaluate business or executive performance or allocate resources.

(2)

Adj. EBITDA, excl. LIFO is used by management to evaluate performance and allocate resources. The Company believes that the presentation of Adj. EBITDA, excl. LIFO, as the Company measures it for management purposes, enhances the understanding of its performance by highlighting the results of operations and the underlying profitability drivers of the business. For our named executive officers, ~~are entitled to a payment equal to four weeks of base pay in the event~~50% of their ~~death while actively employed. The named executive officers’ receipt~~bonus opportunity for 2023 was based on Company (“corporate”) Adj. EBITDA, excl. LIFO and the remaining 50% was based on corporate EVA for 2023. A reconciliation of ~~payments after their terminations~~these non-GAAP financial measures to the most comparable GAAP measure is ~~subject~~included in Appendix A to execution of a release and a non-compete agreement in the case of Mr. Lehner; and continued compliance with existing confidentiality, non-compete and non-solicitation provisions in their employment agreements in the case of Messrs. Burbach, Richardson and Schnaufer and with compliance with the executed confidentiality, non-compete and non-solicitation provisions in the case of Mr. Lehner.this proxy statement.

Cumulative TSR vs Peer Group TSR

The following table compares the Company's cumulative total shareholder return ("TSR") to the peer group TSR, in each case, measured on a cumulative basis from the market close on December 31, 2020, through and including the end of fiscal year 2023, during which period the Company performed better than its peers.

RYERSON 2024 Proxy Statement |64

Compensation Tables

The following table lists the most important performance measures that the Committee used to link compensation actually paid to the named executive officers to Company performance for the most recently completed fiscal year.


Most Important Performance Measures
~~(2)~~	If a named executive officer’s termination is due to an involuntary termination due to position elimination, death, permanent disability or retirement, he would be entitled to a portion of the AIP payment to which he would have been entitled (based on Company performance) had he remained an employee through December 31, 2017, pro-rated based on the time during the year that he was an employee. Actual 2017 AIP award payments for the fiscal year are reported in the table.
~~(3)~~	Payable under the Retention Bonus Plan if terminated without “cause,” by resignation for “good reason,” death, disability or for qualified retirement. For additional information, see the description of the Retention Bonus Plan under “Retention Bonus Plan,” above on page 29. Cumulative Adjusted EBITDA(1)(2)
~~(4)~~	Under each of Mr. Schnaufer’s, Mr. Burbach’s and Mr. Richardson’s employment agreements, if the executive is terminated involuntarily, he will receive a payment equal to the average of the AIP awards paid to him in the three years immediately preceding his termination date. For additional information, see “Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards – Messrs. Schnaufer, Burbach and Richardson,” above on page 39. Cumulative Managerial Controllable Free Cash Flow(1)
~~(5)~~	Mr. Lehner is eligible for 18 months of medical and dental benefits continuation subsidized at the active employee rate as provided by his confidentiality, non-competition and non-solicitation agreement. Mr. Fang is eligible for 4 weeks at active employee rate under the Company’s Severance Plan. Messrs. Burbach and Richardson are eligible for 12 months of dental benefits continuation subsidized at the active employee rate as provided by their employment agreements. They are not eligible for medical insurance benefits under the terms of their employment agreements because both are eligible for the retiree medical benefits under the Ryerson Retiree Comprehensive Health Care Plan. Mr. Schnaufer is eligible for 12 months of medical and dental benefits continuation subsidized at the active employee rate as provided by his employment agreement. Economic Value Added (EVA)(2)

(1)

Cumulative Adjusted EBITDA and Cumulative Managerial Controllable Free Cash Flow are the performance measures used for performance units (PSUs), which represents at least two-thirds of each named executive officers' LTI awards, as discussed in “Long-Term Incentive Plan (“LTIP”).

(2)

For our named executive officers, 50% of their bonus opportunity for 2023 was based on Company (“corporate”) Adj. EBITDA, excl. LIFO and the remaining 50% was based on corporate EVA for 2023.

~~STOCK OWNERSHIP~~RYERSON 2024 Proxy Statement |65

Stock Ownership

Stock Ownership

Directors and Executive Officers

The ~~directors, nominees for~~following table shows information as of February 24, 2024 (the “Table Date”), unless otherwise indicated, regarding the beneficial ownership of Ryerson’s common stock by: (i) each director and nominee; (ii) each named executive officer listed in the table entitled “Summary Compensation Table – 2023, 2022 and 2021” under the section entitled “Executive Compensation”; and (iii) all current directors and named executive officers ~~furnished~~as a group. As of the ~~following information to us regarding the~~Table Date, 34,018,705 shares of ~~Ryerson~~Ryerson’s common stock were issued and outstanding.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (Number of Shares)		Percent of Class


Directors


Kirk K. Calhoun		1,052		*


Court D. Carruthers		2,552		*


Eva M. Kalawski(1)		—		—


Jacob Kotzubei(1)		50,000		*


Stephen P. Larson		80,552		*


Philip E. Norment(1)		—		—


Mary Ann Sigler(1)(2)		7,500		*


Named Executive Officers


Edward J. Lehner(3)		655,563		*


Michael J. Burbach(4)		237,124		*


James J. Claussen(5)		83,638		*


Mark S. Silver(6)		128,393		*


John E. Orth(7)		73,295		*


All current directors, nominees for director and executive officers as a group (14 persons)(8)		1,319,669		3.88

(1)

Mses. Kalawski and Sigler and Messrs. Kotzubei and Norment are directors and each disclaims beneficial ownership of any shares of our common stock that they may be deemed to beneficially ~~owned~~own because of their affiliation with Platinum, except to the extent of any pecuniary interest therein. Platinum’s ownership of shares of our common stock is set forth in the table below under “Ownership of More Than 5% of Ryerson Stock,” on page 44.

(2)

Includes 7,500 shares held by a family trust of which Ms. Sigler is a beneficiary and trustee.

(3)

Includes 87,000 shares held jointly by Mr. Lehner and his spouse. Includes 35,750 shares of RSUs, 70,350 shares of PSUs and 3,750 shares of NSOs, each of which vests on March 31, 2024.

(4)

Includes 58,850 shares held jointly by Mr. Burbach and his spouse. Includes 11,550 shares of RSUs, 23,450 shares of PSUs and 2,250 shares of NSOs, each of which vests on March 31, 2024.

(5)

Includes 31,818 shares held jointly by Mr. Claussen and his spouse. Includes 11,550 shares of RSUs, 23,450 shares of PSUs and 2,250 shares of NSOs, each of which vests on March 31, 2024.

(6)

Includes 7,700 shares of RSUs, 15,075 shares of PSUs and 2,250 shares of NSOs, each of which vests on March 31, 2024.

(7)

Includes 39,625 shares held jointly by Mr. Orth and his spouse. Includes 4,400 shares of RSUs, 6,700 shares of PSUs and 1,500 shares of NSOs, each of which vests on March 31, 2024.

(8)

Our named executive officers at February 28, ~~2018.~~2024 consisted of Messrs. Lehner, Burbach, Claussen, Silver, and Orth. The total number of shares includes each current executive officers’ shares of RSUs, PSUs and NSOs that will vest on March 31, 2024. It does not take into account any net vesting settlement of settlement of dividend equivalents.

RYERSON 2024 Proxy Statement |66

~~Name of Beneficial Owner~~	~~Amount and Nature of~~ ~~Beneficial Ownership~~ ~~(Number of Shares)~~		~~Percent~~ ~~of Class~~
~~Directors~~
~~Kirk K. Calhoun~~		~~500~~	*
~~Court D. Carruthers~~		~~2,000~~	*
~~Eva M. Kalawski(1)~~		—	—
~~Jacob Kotzubei(1)~~		~~50,000~~	*
~~Stephen P. Larson~~		~~20,000~~	*
~~Philip E. Norment(1)~~		—	—
~~Mary Ann Sigler(1)(2)~~		~~7,500~~	*
~~Named Executive Officers~~
~~Edward J. Lehner(3)~~		~~162,390~~	*
~~Erich S. Schnaufer~~		~~23,945~~	*
~~Michael J. Burbach(4)~~		~~65,500~~	*
~~Kevin D. Richardson(5)~~		~~78,450~~	*
~~See Leong Fang~~		~~21,120~~	*
~~All directors, nominees for director and executive officers as a group (13 persons)(6)~~		~~431,405~~	*


*	~~Less than 1% of class as of February 28, 2018 (total outstanding common stock on that date was 37,208,581 shares).~~

~~(1)~~	Mses. Kalawski and Sigler and Messrs. Kotzubei and Norment are directors and each disclaims beneficial ownership of any shares of our common stock that they may be deemed to beneficially own because of their affiliation with Platinum, except to the extent of any pecuniary interest therein. Platinum’s ownership of shares of our common stock is set forth in the table below under “Ownership of More Than 5% of Ryerson Stock,” on page 46.
~~(2)~~	~~Includes 7,500 shares held by a family trust of which Ms. Sigler and her spouse are each beneficiaries and trustees.~~
~~(3)~~	~~Includes 37,000 shares held jointly by Mr. Lehner and his spouse.~~
~~(4)~~	~~Includes 22,000 shares held jointly by Mr. Burbach and his spouse.~~
~~(5)~~	~~Includes 45,000 shares held jointly by Mr. Richardson and his spouse.~~
~~(6)~~	~~Our executive officers at February 28, 2018 consisted of Messrs. Lehner, Schnaufer, Burbach, Richardson, Fang and Silver.~~

Stock Ownership

Ownership of More Than 5% of Ryerson Stock

The table below describes each person or entity that we know (based on filings on Schedule 13G or 13D with the SEC) to be the beneficial owner of more than 5% of Ryerson common stock as of February ~~28, 2018.~~24, 2024.

Name of Beneficial Owner Amount and Nature of
Beneficial Ownership
(Number of Shares) Percent
of
Class(1)
Joint filing by:
Tom Gores, Platinum Equity, LLC and the other reporting persons identified in the applicable Schedule 13G/A(2) 21,037,500 56.54%


~~(1)~~	~~The percentages in the table are based on the 37,208,581 shares of common stock outstanding as of February 28, 2018.~~
~~(2)~~	Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on February 12, 2016, by each of the following reporting persons (i) RYPS, LLC (“RYPS”), (ii) Platinum Equity Capital Partners, L.P. (“PECP”), (iii) Platinum Equity Capital Partners-PF, L.P. (“PECP-PF”), (iv) Platinum Equity Capital Partners-A, L.P. (“PECP-A”), (v) Platinum Equity Capital Partners II, L.P. (“PECP II”), (vi) Platinum Equity Capital Partners-PF II, L.P. (“PECP-PF II”), (vii) Platinum Equity Capital Partners-A II, L.P. (“PECP-A II”), (viii) Platinum Rhombus Principals, LLC (“PRP”), (ix) Platinum Equity Partners, LLC (“PEP”), (x) Platinum Equity Investment Holdings, LLC (“PEIH”), (xi) Platinum Equity Partners II, LLC (“PEP II”), (xii) Platinum Equity Investment Holdings II, LLC (“PEIH II”), (xiii) Platinum Equity, LLC (“Platinum Equity”), and (xiv) Tom Gores, an individual. The business address of each of the reporting persons identified in this footnote is 360 North Crescent Drive, South Building, Beverly Hills, California 90210.

	According to the Schedule 13G/A, of these 21,037,500 shares, (i) RYPS had sole voting and dispositive power with respect to 21,037,500 shares, (ii) PECP had shared voting and dispositive power with respect to 3,022,756.57 shares, (iii) PECP-PF had shared voting and dispositive power with respect to 564,690.79 shares, (iv) PECP-A had shared voting and dispositive power with respect to 830,427.65 shares, (v) PECP II had shared voting and dispositive power with respect to 9,399,614.5 shares, (vi) PECP-PF II had shared voting and dispositive power with respect to 1,523,055.5 shares, (vii) PECP-A II had shared voting and dispositive power with respect to 1,489,455 shares, (viii) PRP had shared voting and dispositive power with respect to 4,207,500 shares, (ix) PEP had shared voting and dispositive power with respect to 4,417,875 shares, (x) PEIH had shared voting and dispositive power with respect to 4,417,875 shares, (xi) PEP II had shared voting and dispositive power with respect to 12,412,125 shares, (xii) PEIH II had shared voting and dispositive power with respect to 16,619,625 shares, (xiii) Platinum Equity had shared voting and dispositive power with respect to 21,037,500 shares, and (xiv) Tom Gores had shared voting and dispositive power with respect to 21,037,500 shares. According to a Form 4 filed by Tom Gores on August 15, 2014, an additional 50,000 shares not reflected in the above table are held by a trust for his benefit and such shares may be deemed to be beneficially owned by him.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (Number of Shares)		Percent of Class(1)


Joint filing by Tom Gores, Platinum Equity, LLC and the other reporting persons identified in the applicable Schedule 13G/A(2)		3,924,478		11.54%


BlackRock, Inc.(3)		3,126,776		9.19%


The Vanguard Group(4)		2,299,288		6.76%


Dimensional Fund Advisors LP (5)		2,258,261.00		6.64%

(1)

The percentages in the table are based on the 34,018,705 shares of common stock outstanding as of February 19, 2024.

(2)

Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on February 12, 2024, by each of the following reporting persons (i) RYPS, LLC (“RYPS”), (ii) Platinum Equity Partners II, LLC, (iii) Platinum Equity InvestCo, L.P., (iv) Platinum Equity Investment Holdings IC (Cayman), LLC, (v) Platinum Equity Investment Holdings, LLC, (vi) Platinum Equity Investment Holdings II, LLC, (vii) Platinum Equity, LLC, and (viii) Tom Gores, an individual. The business address of each of the reporting persons identified in this footnote is 360 North Crescent Drive, South Building, Beverly Hills, California 90210.

According to the Schedule 13G/A, RYPS, Platinum Equity Partners II, LLC, Platinum Equity Investment Holdings II, LLC, Platinum Equity InvestCo, L.P., Platinum Equity Investment Holdings IC (Cayman), LLC, Platinum Equity Investment Holdings, LLC, Platinum Equity, LLC and Tom Gores may be deemed to have shared dispositive voting power with regard to these 3,924,478shares.

(3)

Beneficial ownership information is based on information contained in a Schedule 13G filed with the SEC on January 24, 2024 by BlackRock,
Inc. The business address of BlackRock, Inc. is 50 Hudson yards, New York, New York 10001. According to the Schedule 13G, BlackRock, Inc. may be deemed to have sole dispositive power regarding these 3,126,766 shares.

(4)

Beneficial ownership information is based on information contained in a Schedule 13G filed with the SEC on February 13, 2024 by the Vanguard Group. The business address of the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. According to the Schedule 13G, the Vanguard Group may be deemed to have sole dispositive power regarding these 2,237,470 shares.

(5)

Beneficial ownership information is based on information contained in a Schedule 13G filed with the SEC on February 9, 2024 by Dimensional Fund Advisors LP. The business address of the Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin. TX 78746. According to the Schedule 13G, Dimensional Fund Advisors LP may be deemed to have sole dispositive power regarding these 2,258,261 shares.

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports

Section 16(a) of the Exchange Act requires our directors, ~~and executive officers, including our named~~ executive officers, and ~~any person~~persons who ~~owns~~beneficially own more than 10% of ~~a registered class of~~ our ~~equity securities (collectively, “Reporting Persons”),~~common stock, to file initial reports of ownership and reports of changes in ownership of ~~Ryerson~~our common stock and our other equity securities with the ~~SEC.~~SEC, and to furnish copies of such reports to the Company. Based solely on aour review of ~~Forms 3, 4 and 5 and any amendments thereto,~~the reports provided to us and on ~~written~~ representations received from ~~the certain of the Reporting Persons,~~our directors and executive officers, we believe that ~~in 2016~~all of our ~~Reporting Persons made all required Section 16(a) filings on a timely basis, except that one Form 4 to report purchases~~directors, executive officers and persons who beneficially own more than 10% of our common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2023, except for one Form 4 for one transaction by ~~Mr. Lehner~~Stephen P. Larson, which was inadvertently filed one ~~business~~ day ~~late.~~late due to an administrative error.

RYERSON 2024 Proxy Statement |67

Related Party Transactions

46

~~RELATED PARTY TRANSACTIONS~~

Investor Rights Agreement

Ryerson Holding Corporation and Platinum entered into an investor rights agreement (the “Investor Rights Agreement”) in connection with the IPO that provides for, among other things, demand, piggyback and Form S-3 registration rights and board nomination rights.

The Investor Rights Agreement provides that Platinum may make written demands of us to require us to register the shares of our common stock owned by Platinum; provided, however that we will not be obligated to effect more than two such demand registrations. In addition, Platinum has piggyback registration rights entitling them to require us to register shares of our common stock owned by them in connection with any registration statements filed by us after the completion of the IPO, subject to certain exceptions. We have also agreed to use commercially reasonable efforts to qualify for registration on Form S-3 for secondary sales. After we have qualified for the use of Form S-3, Platinum will, subject to certain exceptions, have the right to request an unlimited number of registrations on Form S-3. We are not obligated to effect a registration unless certain pricing or timing conditions are first satisfied.

On ~~December 20, 2016,~~January 29, 2021, we filed a Registration Statement on Form S-3, ~~after~~which allows for Platinum ~~exercised its right~~ to ~~request a registration on Form S-3.~~offer and sell up to an aggregate maximum amount of 21,037,500 shares of our common stock. The Form S-3 was declared effective on ~~January 15, 2017.~~February 12, 2021, and expires three years thereafter.

The Investor Rights Agreement provides that we will indemnify Platinum against losses suffered by it in connection with any untrue or alleged untrue statement of a material fact contained in any prospectus, offering circular, or other document delivered or made available to investors (or in any related registration statement or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, except insofar as the same may be caused by or contained in any information furnished in writing to us by Platinum for use therein.

The Investor Rights Agreement provides that for so long as Platinum collectively beneficially owns at least (i) 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate for election to the Board no fewer than that number of directors that would constitute a majority of the number of directors if there were no vacancies on the Board, (ii) at least 15% but less than 30% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate two directors and (iii) at least 5% but less than 15% of the voting power of the outstanding capital stock of the Company, Platinum will have the right to nominate one director. The agreement also provides that if the size of the Board is increased or decreased at any time, Platinum’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole ~~number.~~number.Based on the size of the Board as of February 15, 2024, Platinum has the right to nominate up to two directors pursuant to the Investor Rights Agreement.

The Investor Rights Agreement was negotiated among management and Platinum, and we believe the Investor Rights Agreement is on arm’s-length terms.

Related Party Transactions with RYPS

On August 4, 2021, the Board authorized a share repurchase program that permitted the purchase of up to $50 million of the Company’s outstanding shares of common stock. The Company repurchased 1,613,022 shares of its common stock from RYPS for $47,680,940, pursuant to a share repurchase agreement, dated May 10, 2022 (the “Initial Share Repurchase”).

On August 3, 2022, the Board authorized a new $75 million share repurchase program, effective through August 4, 2024, unless terminated, after the exhaustion of the previous share repurchase program. The Company repurchased 2,486,580

RYERSON 2024 Proxy Statement |68

Related Party Transactions
shares of its common stock from RYPS for $53,000,000, pursuant to a share repurchase agreement, dated February 24, 2023 (the “Second Share Repurchase”).
On May 1, 2023, the Board extended and increased the repurchase program, authorizing the Company to purchase up to an aggregate of $100,000,000 of the Company’s common stock, effective through May 1, 2025. The Company repurchased 1,369,300 shares of its common stock from RYPS for $49,999,989.50, pursuant to a share repurchase agreement, dated May 3, 2023 (the “Third Share Repurchase” and together with the Initial Share Repurchase and the Second Share Repurchase, the “Share Repurchases”).
At the time of each of the Share Repurchases, RYPS was a greater than 5% beneficial owner of the Company’s common stock and thus a “Related Party” as such term is defined in item 404(a) of Regulation S-K.
The Transaction Committee is responsible for approving potential share repurchases from RYPS. The Transaction Committee reviewed the relevant facts and circumstances of the Share Repurchases and determined that the Share Repurchases were in the best interest of the Company. Following such assessment, the Transaction Committee authorized the Share Repurchases.

Policies and Procedures Regarding Transactions with Related Persons

Our Board has adopted a written policy regarding related person transactions that contains procedures for the review and approval/disapproval of such transactions. Related person transactions are transactions between the Company and/or its subsidiaries and affiliates on the one hand and “related persons” on the other hand. ~~As a general matter, the~~The policy requires the ~~Nominating and Corporate Governance~~Audit Committee (which is comprised solely of independent directors) to review the material facts of all related party transactions that require approval and approve or disapprove the entry by us into certain transactions with related persons. The policy only applies to transactions, arrangements and relationships where the aggregate amount involved could reasonably be expected to exceed $120,000 in any calendar year and in which a related person has a direct or indirect interest. In addition, the policy lists certain transactions that are deemed to be pre-approved. A “related person” is: (i) any director, nominee for director or executive officer of the Company; (ii) any immediate family member of a director, nominee for director or executive officer; and (iii) any holder of 5% or more of any class of our voting securities, and any immediate family member of such holder. In addition to the above, the Audit Committee being fully independent from Platinum reviews, and approves or disapproves any transaction between the Company and/or its subsidiaries and affiliates on the one hand and any entity affiliated with Platinum on the other hand.

The policy provides that if advance approval of a transaction subject to the policy is not feasible or obtained, (a) if the transaction ~~must~~is pending or ongoing, it will be ~~promptly~~ submitted to the ~~Nominating~~Audit Committee or the Board for consideration and ~~Corporate Governance~~evaluation of all options, including but not limited to, approval, ratification, amendment or termination of the related party transaction and (b) of the transaction is completed, the Audit Committee ~~for possible~~or the Board will consider the transaction to determine ratification ~~approval, amendment, termination~~ or ~~rescission.~~rescission of the transaction and if any further action is appropriate. In reviewing any transaction, the ~~Nominating and Corporate Governance~~Audit Committee will take into account, among other factors the Audit Committee deems appropriate, whether the

transaction is on terms no less favorable than terms generally available to a third party in similar circumstances on an arm’s length basis and the extent of the related person’s interest in the transaction.

~~Any member of the Nominating and Corporate Governance Committee~~A director who is a related person with respect to a transaction under review may not participate in any discussion or vote on the approval or ratification of the ~~transaction.~~transaction, except that the director will provide all material information concerning the related party transaction to the Audit Committee or the Board. However, such a director may be counted in determining the presence of a quorum at a meeting of the ~~Nominating and Corporate Governance~~Audit Committee that considers the transaction.

If a related party transaction will be ongoing, the Audit Committee or the Board may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person.

~~OTHER INFORMATION~~RYERSON 2024 Proxy Statement |69

Other Information

Stockholder Proposals and Director Nominations for the ~~2019~~2025 Annual Meeting

Stockholders may present proposals for action at a future meeting or submit nominations for election of directors only if they comply with the requirements of the proxy rules established by the SEC and our amended and restated Bylaws, as applicable. Each proposal submitted must be a proper subject for stockholder action at the meeting.

In order for a stockholder proposal or nomination for director to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held in ~~2019,~~2025, the proposal or nomination must be received by us at our principal executive offices no later than November ~~14, 2018~~12, 2024, and it must comply with the requirements of the proxy rules established by the SEC and our amended and restated Bylaws, as applicable. In particular, all proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholders wishing to bring a proposal or nominate a director before the annual meeting to be held in ~~2019~~2025 (but not include it in our proxy materials) must provide written notice of such proposal to our Secretary at our principal executive offices (227 W. Monroe St., 27th Floor, Chicago, Illinois 60606) no later than January 25, ~~2019~~2025 and no earlier than December 26, ~~2018,~~2024, and must comply with the other provisions of our amended and restated Bylaws. The notice must be submitted by a stockholder of record and must set forth the information required by the SEC proxy rules and the Company’s Bylaws with respect to each director nomination or other proposal that the stockholder intends to present at the ~~2019~~2025 annual meeting of stockholders, including:

•

The nature of the proposed business, the text of any proposal to be presented for adoption, and the reasons for conducting that business at the annual meeting;

•

The stockholder’s name, address and other personal information;

•

The class and number of shares of our stock beneficially owned by the stockholder;

•

A description of any material interest of the stockholder in the proposed business;

•

A description of all arrangements or understandings between the stockholder and others in connection with the proposal of the business; and

•

With respect to a director nomination, additional information regarding the proposed nominee.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act, which must be postmarked or transmitted electronically to our principal executive office no later than February 24, 2025.

	•	~~The nature of the proposed business, the text of any proposal to be presented for adoption, and the reasons for conducting that business at the annual meeting;~~

	•	~~The stockholder’s name, address and other personal information;~~

	•	~~The class and number of shares of our stock beneficially owned by the stockholder;~~

	•	~~A description of any material interest of the stockholder in the proposed business;~~

	•	~~A description of all arrangements or understandings between the stockholder and others in connection with the proposal of the business; and~~

	•	~~With respect to a director nomination, additional information regarding the proposed nominee.~~

The chairperson of the meeting may disregard (i) any business not properly brought before the meeting according to our Bylaws and other applicable requirements, and (ii) any nomination not made in accordance with the above procedures.

Stockholder Nominations for Directors

If a stockholder wishes to suggest a director nominee for the Nominating and Corporate Governance Committee’s consideration, it may do so in writing by mailing the suggestion to Ryerson Holding Corporation, Attention: Secretary, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606. The Nominating and Corporate Governance Committee will consider director nominees suggested by stockholders for election at the annual stockholders meeting if our corporate secretary receives the suggestion not less than 90 days nor more than 120 days in advance of the anniversary of the prior year’s meeting. The suggestion must describe in detail the proposed director nominee’s qualifications and other relevant biographical information. It also must include:

•

The stockholder’s name, address and contact information;

RYERSON 2024 Proxy Statement |70

	•	~~The stockholder’s name, address and contact information;~~

	•	~~The class and number of shares of our stock beneficially owned by the stockholder;~~

Other Information

•

The class and number of shares of our stock beneficially owned by the stockholder;

	•	~~A description of all arrangements or understandings between the stockholder, the suggested nominee and/or any others in connection in connection with the suggested nomination;~~

	•	~~Our Bylaws, including the procedures outlined above;~~

	•	~~Any other information that must be disclosed about nominees in proxy solicitations under Regulation 14A of the Exchange Act; and~~

	•	~~A representation that such stockholder intends to appear in person or be present by proxy at the meeting to nominate the person named in its notice.~~

•

A description of all arrangements or understandings between the stockholder, the suggested director nominee and/or any others in connection in connection with the suggested nomination;

•

Our Bylaws, including the procedures outlined above;

•

Any other information that must be disclosed about director nominees in proxy solicitations under Regulation 14A of the Exchange Act; and

•

A representation that such stockholder intends to appear in person or be present by proxy at the meeting to nominate the person named in its notice.

The Nominating and Corporate Governance Committee may disregard any nomination not made in accordance with the above procedures.

Ryerson’s Annual Report on Form 10-K

We made our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2023, available online with this proxy statement. Paper copies of our Annual Report on Form 10-K can be obtained at no charge by contacting us at Investor Relations, 227 W. Monroe St., 27th Floor, Chicago, Illinois 60606, email: investorinfo@ryerson.com, or telephone: 312-292-5130.Our SEC filings, including our Annual Report on Form 10-K, can be found on our website http://ir.ryerson.com/ by clicking on “SEC Filings,” or through the SEC’s website at www.sec.gov.

We request that you promptly request a proxy card to sign, date and return or provide voting instructions over the telephone or through the Internet so that your vote will be included at the meeting.

RYERSON 2024 Proxy Statement |71

Appendix A

49

Non-GAAP Financial Information for Compensation Discussion and Analysis

The following table sets forth the reconciliation of Adjusted EBITDA and Managerial Controllable Free Cash Flow to the most comparable GAAP measures for the year ended December 31, 2023.

Reconciliation of Net income to Adjusted EBITDA, excluding LIFO and Managerial Controllable Free Cash Flow, non-GAAP measures

(in millions)	Fiscal Year Ended December 31, 2023 ($)
~~RYERSON HOLDING CORPORATION~~ ~~227 W. MONROE ST., 27th FLOOR~~ ~~CHICAGO, IL 60606~~	~~VOTE BY INTERNET - www.proxyvote.com~~		~~Use the Internet~~


Net income attributable to ~~transmit your voting instructions~~Ryerson Holding Corporation		145.7


Interest and other expense on debt		34.7


Provision for ~~electronic delivery~~income taxes		47.3


Depreciation and amortization expense		62.5


EBITDA		290.2


Reorganization		35.7


Benefit plan curtailment gain		(0.8)


Foreign currency transaction gains		1.1


Purchase consideration and other transaction costs		1.5


Other adjustments		1.1


Adjusted EBITDA		328.8


LIFO income		(97.7)


Adjusted EBITDA, excluding LIFO Income		231.1


Changes in Consolidated Statements of ~~information up until 11:59 Eastern Time on April 24, 2018. Have your proxy card in hand when you access the web site~~Cash Flow for:


Inventories		28.8


Receivables		67.9


Accounts Payable		24.8


Capital Expenditures		(121.9)


Proceeds from Sale of Property, Plant and ~~follow the instructions to obtain your records and to create an electronic voting instruction form.~~Equipment		~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~0.5	If you would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future notices, proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
	~~VOTE BY PHONE - 1-800-690-6903~~	~~Use any touch-tone telephone to transmit your voting instructions up until 11:59 Eastern Time on April 24, 2018. Have your proxy card in hand when you call and then follow the instructions.~~
~~VOTE BY MAIL~~	~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~
Managerial Controllable Free Cash Flow		231.2


~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~
		~~KEEP THIS PORTION FOR YOUR RECORDS~~
	~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~	~~DETACH AND RETURN THIS PORTION ONLY~~

~~For~~
~~All~~

~~Withhold~~
~~All~~

~~For All~~
~~Except~~

~~To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.~~

~~The Board of Directors recommends you vote FOR the following:~~

☐

~~Election of Directors~~

~~Nominees~~

~~Court D. Carruthers~~

~~02 Eva M. Kalawski~~

~~03 Mary Ann Sigler~~

~~The Board of Directors recommends you vote FOR proposals 2, 3 and 4.~~

~~For~~

~~Against~~

~~Abstain~~

~~Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018.~~

☐

~~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.~~

☐

~~Adoption, on a non-binding, advisory basis, of the resolution that a non-binding, advisory vote to approve the compensation of our named executive officers be held every THREE years.~~

☐

~~NOTE:~~ ~~Such other business as may properly come before the Annual Meeting~~

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~ ~~The Notice &~~RYERSON 2024 Proxy Statement ~~10K Wrap~~| A-1

PORTANTI PLEASE VOTE BY: INTERNET Go To: www.proxypyush.com/RYI Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-859-2073 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions MAIL Mark , sign and date your Proxy Card Fold and return Proxy Card in the postage-paid envelope provided RYE16, CARY, NC 27512-9903 Ryerson Holding Corporation Annual Meeting of Stockholders For Stockholders as of March 03, 2023 TIME: Wednesday, April 26, 2023 1:00 PM, Central Time PLACE: Annual Meeting to be held live via the Internet – please visit www.proxydocs.com/RYIfor more details. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Mark S. Silver and Camilla R. Merrick: and each or either of them, as proxies of the undersigned, with full power if substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Ryerson Holding Corporation which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking and proxy heretofore given.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the “Named Proxies” are
~~available~~ atorized to vote upon such ther matters that may properly come before the ng or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Director’s rndation. The “Named Proxies” cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Ryerson Holding Corporation Annual Meeting of Stockholders Please make your marks like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 PROPOSAL 1. Election of directors 1.01 Kirk K. Calhoun 1.02 Jacob Kotzubei 1.03 Edward J. Lehner 2. The ratification of the appointment of Emst & Young LLP as our independent registered public accounting firm for 2023. 3. The Approval of the second Amended and Restated 2014 Omnibus Incentive Plan. 4.0 Such other business as may properly come before the annual Meeting or any adjournment thereof. YOUR VOTE BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR FOR FOR FOR FOR AGAINST ABSTAIN WITHHOLD You must register to attend the meeting online and/or participate at ~~www.proxyvote.com~~



	~~RYERSON HOLDING CORPORATION~~ ~~Annual Meeting of Stockholders~~ ~~April 25, 2018 2:00 PM Central Daylight Time~~ ~~This proxy is solicited by the Board of Directors.~~

	The stockholder(s) hereby appoint(s) Mark S. Silver and Camilla R. Merrick, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of RYERSON HOLDING CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 2:00 PM, Central Daylight Time on April 25, 2018, at the Capital Hotel, 111 West Markham Street, Little Rock, AR 72201, and at any adjournment or postponement thereof.

	~~This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.~~











	~~Continued and to be signed on reverse side~~

www.proxydocs.com/RYI Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officers signing the Proxy/ Vote Form. Signature (and Title if applicable) Date Signature (is held jointl

o	~~Preliminary Proxy Statement~~
o	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
x	~~Definitive Proxy Statement~~
o	~~Definitive Additional Materials~~
o	~~Soliciting Material Pursuant to §240.14a-12~~

x~~No fee required.~~
o~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
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o~~Fee paid previously with preliminary materials:~~

oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	~~Amount previously paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~


					Amounts

	Amounts
Description	2017		2016		2023	2022

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)		—		—


Audit Fees(1)					$3,799,694	$4,205,760


Tax Fees(2)					47,800	—


Other Fees(3)					$11,994	$3,600


Total	$	4,842,980	$	4,649,750	$3,859,488	$4,209,360

	●	An advisory vote every three years would give the Board sufficient time to thoughtfully consider the results of the vote and to implement any desired changes to executive compensation policies and procedures; and

	●	A three-year cycle would provide investors sufficient time to evaluate the effectiveness of the short- and long-term compensation strategies and related business outcomes of the Company. We believe a short review cycle will not allow for a meaningful evaluation of our performance against our compensation practices, as any adjustment in pay practices would take time to implement and to be reflected in our financial performance and in the price of our common stock.

	•	~~The election of three directors;~~
	•	~~The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018;~~
	•	The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading Executive Compensation in our proxy statement (“say-on-pay” vote);
	•	The selection, on a non-binding, advisory basis, of the resolution that a non-binding, advisory vote to approve the compensation of our named executive officers be held every THREE YEARS (“say-when-on-pay” vote); and
	•	~~Such other business as may properly come before the meeting.~~

~~RYERSON HOLDING CORPORATION~~	1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2024: THIS PROXY STATEMENT AND THE ANNUAL ~~MEETING INFORMATION~~	1
~~Who May Vote?~~	1
~~Who May Attend the Meeting?~~	1
~~What Am I Voting On?~~	2
~~How Do I Vote?~~	2
~~Stockholders of Record~~	2
~~Stock Held in Street Name~~	2
~~What If I Do Not Provide Voting Instructions?~~	3
~~Can I Revoke or Change My Vote?~~	3
~~Who Are the Proxies and What Do They Do?~~	3
~~Is My Vote Confidential?~~	3
~~What Is the Quorum Requirement for the Annual Meeting?~~	4
~~How Are Abstentions, Withheld Votes and Broker Non-Votes Treated?~~	4
~~What Vote Is Required to Approve a Proposal?~~	4
~~Who Solicits Proxies and How Are They Paid?~~	4
~~How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials?~~	4
~~ITEMS YOU MAY VOTE ON~~	5
~~1. Election of Directors~~	5
2. ~~Ratification of the Appointment of Independent Registered Public Accounting Firm~~	5
~~3. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers~~	6
~~4. Non-Binding, Advisory Vote on the Frequency of the Stockholder Vote on Executive Compensation~~	7
~~5. Such Other Business as May Properly Come Before the Annual Meeting~~	8
~~BOARD OF DIRECTORS~~	8
~~Composition of Board of Directors~~	8
~~Term and Classes of Directors~~	8
~~Biographies~~	9
~~Director Independence~~	10
~~CORPORATE GOVERNANCE MATTERS~~	11
~~DIRECTOR COMPENSATION~~	12
~~MEETINGS OF THE BOARD AND BOARD COMMITTEES~~	13
~~EXECUTIVE COMMITTEE~~	13
~~NOMINATING AND CORPORATE GOVERNANCE COMMITTEE~~	14
~~Qualifications for Directors~~	14
~~Governance Guidelines and Committee Charters~~	14
~~Code of Ethics~~	14
~~Communications with Directors~~	15
~~BOARD LEADERSHIP STRUCTURE~~	15
~~BOARD OVERSIGHT OF RISK~~	15
~~Committee Roles~~	15
~~Internal Audit~~	15
~~AUDIT COMMITTEE~~	16
~~Audit, Audit-related and Other Non-Audit Services~~	17
~~Pre-approval Policies~~	17
~~Other Policies~~	18
~~AUDIT COMMITTEE~~ REPORT ~~– FINANCIAL STATEMENTS RECOMMENDATION~~	19
~~COMPENSATION COMMITTEE~~	20
~~Committee Resources and Authority~~	21
~~Compensation Committee Interlocks and Insider Participation~~	21
~~COMPENSATION COMMITTEE REPORT~~	22ARE AVAILABLE AT http://www.proxydocs.com/RYI.

~~EXECUTIVE OFFICERS~~	23
~~Biographies~~	23
~~EXECUTIVE COMPENSATION~~	23
~~Compensation Discussion and Analysis~~	23
~~Overview~~	23
~~Executive Compensation Philosophy~~	24
~~Consideration of Results of Advisory Vote on Executive Compensation~~	24
~~Determination of Compensation~~	24
~~Mr. Lehner’s Employment Agreement~~	25
~~Use of Peer Groups for Compensation Matters~~	25
~~Components of Compensation~~	26
~~Relationship Among the Different Components of Compensation~~	26
~~Base Salary~~	26
~~Annual Bonus~~	27
~~Long-Term Incentive Program~~	29
~~Retirement Benefits~~	33
~~Perquisites and Other Benefits~~	34
~~Employment Agreements~~	34
~~Compensation Risk Management~~	34
~~Tax Considerations and Deductibility of Compensation~~	34
~~Executive Stock Ownership Guidelines~~	35
~~Prohibition on Speculative Stock Transactions~~	35
~~2018 Base Salaries~~	35
~~Recommendation~~	35
~~COMPENSATION TABLES~~	36
~~Summary Compensation Table~~	36
~~Pay Ratio~~	37
~~Grants of Plan-Based Awards~~	38
~~Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards~~	39
~~Outstanding Equity Awards at Fiscal Year-End~~	41
~~Option Exercises and Stock Vested~~	42
~~Pension Benefits~~	42
~~Qualified Pension Plan~~	42
~~Supplemental Pension Plan~~	43
~~Nonqualified Deferred Compensation~~	43
~~Potential Payments Upon Termination or Change in Control~~	44
~~STOCK OWNERSHIP~~	45
~~Directors and Executive Officers~~	45
~~Ownership of More Than 5% of Ryerson Stock~~	46
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	46
~~RELATED PARTY TRANSACTIONS~~	47
~~Investor Rights Agreement~~	47
~~Policies and Procedures Regarding Transactions with Related Persons~~	47
~~OTHER INFORMATION~~	48
~~Stockholder Proposals and Director Nominations for the 2019 Annual Meeting~~	48
~~Stockholder Nominations for Directors~~	48
~~Ryerson’s Annual Report on Form 10-K~~	49


RYERSON HOLDING CORPORATION	1	Compensation Committee Interlocks and Insider Participation	30
ANNUAL MEETING INFORMATION	2	Compensation Committee Interlocks and Insider Participation	30
Who May Vote?	2	COMPENSATION COMMITTEE REPORT	31
Who May Attend the Meeting?	2	DIRECTOR COMPENSATION	32
What Am I Voting On?	2	EXECUTIVE OFFICERS	34
How Do I Vote?	3	Biographies	34
Stockholders of Record	3	EXECUTIVE COMPENSATION	36
Stockholders of Record Can Vote By:	3	Compensation Discussion and Analysis	36
Stock Held in Street Name	3	Overview	36
What If I Do Not Provide Voting Instructions?	4	Executive Compensation Philosophy	36
Can I Revoke or Change My Vote?	4	Consideration of Results of Advisory Vote on Executive Compensation	37
Who Are the Proxies and What Do They Do?	4		37
Is My Vote Confidential?	4	Determination of Compensation	37
What Is the Quorum Requirement for the Annual Meeting?	4	Use of Peer Groups for Compensation Matters	38
How Are Abstentions, Withheld Votes and Broker Non-Votes Treated?	5	Components of Compensation	38
	5		Relationship Among the Different Components of Compensation	39
What Vote Is Required to Approve a Proposal?	5		Relationship Among the Different Components of Compensation	39
Who Solicits Proxies and How Are They Paid?	5	Base Salary	39
How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials?	5	2023 Base Salaries	40
	5	Annual Bonus	40
ITEMS YOU MAY VOTE ON	7	2023 Annual Incentive Plan	41
1. Election of Directors	7	Actual Payout under the 2023 AIP	42
2. Ratification of the Appointment of Independent Registered Public Accounting Firm	8	AIP and Discretionary Bonuses	42
	8	Long-Term Incentive Plan	43
3. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers	9	2023 LTIP – Type of Equity Granted and Performance Metrics	44
4. Non-Binding, Advisory Vote on the Frequency of the Stockholder Vote on Executive Compensation	10	Restricted Stock Units	44
	10	Performance Units	44
5. Such Other Business as May Properly Come Before the Annual Meeting	10	PSU Performance Objectives	45
	10	Determining PSUs Earned and Award Range	45
BOARD OF DIRECTORS	11	Nonqualified Stock Options	46
Composition of the Board of Directors	11	NSOs Performance Objectives	46
Terms and Classes of Directors	11	Named Executive Officer 2023 LTIP Awards	47
Board Diversity	12	Retirement Benefits	48
Director Skills & Experience	13	Nonqualified Savings Plan	48
Biographies	14	Supplemental Pension Plan	49
Meetings of the Board and Board Committees	18	Perquisites and Other Benefits	49
CORPORATE GOVERNANCE MATTERS	19	Employment Agreements	49
Board Leadership Structure	19	Compensation Risk Management	49
Director Independence	19	Tax Considerations and Deductibility of Compensation	50
BOARD OVERSIGHT OF RISK	21	Executive Stock Ownership Guidelines	50
Enterprise Risk Management	21	Prohibition on Speculative Stock Transactions	50
Committee Roles	22	Clawback Policy	50
Internal Audit	22	Recommendation	50
Governance Guidelines and Committee Charters	22	COMPENSATION TABLES	51
Code of Ethics	23	Summary Compensation Table	51
Board Education	23	Grants of Plan-Based Awards	52
Communications with the Board	23	Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards	53
BOARD COMMITTEES	24		53
EXECUTIVE COMMITTEE	24	Employment Agreements	53
TRANSACTION COMMITTEE	24	Outstanding Equity Awards at Fiscal Year-End	56
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	24	2022 Option Exercises and Stock Vested	58
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	24	Pension Benefits	58
Qualifications for Directors	25	Nonqualified Savings Benefits	59
AUDIT COMMITTEE	25	Potential Payments Upon Termination or Change in Control	59
Audit, Audit-related and Other Non-Audit Services	27	Pay Ratio	61
Pre-approval Policies	27	Pay Versus Performance	61
Other Policies	27	Compensation Actually Paid	64
AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTS RECOMMENDATION	28	Cumulative TSR vs Peer Group TSR:	64
	28	STOCK OWNERSHIP	66
COMPENSATION COMMITTEE	29	Directors and Executive Officers	66
Committee Resources and Authority	30	Ownership of More Than 5% of Ryerson Stock	67


RELATED PARTY TRANSACTIONS	68	Stockholder Nominations for Directors	70
Investor Rights Agreement	68	Ryerson’s Annual Report on Form 10-K	71
Related Party Transactions with RYPS	68	APPENDIX A	A-1
Policies and Procedures Regarding Transactions with Related Persons	69	Non-GAAP Financial Information for Compensation Discussion and Analysis	A-1
OTHER INFORMATION	70	Reconciliation of Net income to Adjusted EBITDA, excluding LIFO and Managerial Controllable Free Cash Flow, non-GAAP measures	A-1
Stockholder Proposals and Director Nominations for the 2024 Annual Meeting	70		A-1

	•	~~The election of three directors;~~

	•	~~The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018;~~

	•	The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers described under the heading “Executive Compensation” in our proxy statement (“say-on-pay” vote);

	•	~~The selection, on a non-binding, advisory basis, of the frequency of the say-on-pay vote (“say-when-on-pay” vote); and~~

	•	~~Such other business as may properly come before the meeting.~~

	•	~~Requesting and returning a completed proxy card by mail to our independent tabulator, Broadridge, by 11:59 p.m. Central Time on April 24, 2018;~~

	•	~~Submitting voting instructions via the Internet or telephone by 11:59 p.m. Central Time on April 24, 2018; or~~

	•	~~Completing a ballot and returning it to the inspector of election during the annual meeting.~~

	•	~~The election of the three directors named herein;~~

	•	~~The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018;~~

	•	The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of our named executive officers (“say-on-pay” vote) described under the heading “Executive Compensation” in our proxy statement; and

	•	~~The selection, on a non-binding, advisory basis, of a vote approving that the say-on-pay vote be held every THREE years (“say-when-on-pay” vote).~~

	•	~~Submit a new proxy card or voting instructions to the independent tabulator by mail, telephone or through the Internet by 11:59 p.m. Central Time on April 24, 2018; or~~

	•	~~Attend the annual meeting and vote in person by ballot.~~

	•	~~If you are a stockholder of record, by contacting Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or call Broadridge toll free: 1-866-540-7095; and~~

	•	~~If you are a beneficial owner of stock, by contacting your broker, bank or other record holder.~~

1.
	*~~Election of Directors~~*

	~~(1)~~	Audit fees related to professional services rendered in conjunction with the audit of our annual financial statements, the audit of our internal control over financial reporting, the review of our quarterly financial statements, comfort letters, consents, and the audit of our statutory filings and other services pertaining to SEC matters.

	~~(2)~~	Audit-related fees related to professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements, including compliance-related matters, which are not specifically classified as audit fees, including such fees related to subscription fees for the audit firm’s online research tool.

	~~(3)~~	Tax fees related to professional services performed by the independent auditor’s tax personnel and not included in audit fees or audit related fees, such as services related to tax audits, tax compliance and tax consulting and planning services. Tax fees primarily related to tax consulting and planning services related to international corporate structuring and transfer pricing relative to service charges from our U.S. operations to our Canadian subsidiary.

	~~(4)~~	~~For 2017 and 2016, there were no fees billed by Ernst & Young LLP for services provided other than those described in the three preceding footnotes.~~

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


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.	•	•	•	•	•	•	•	•

9

	Court D. Carruthers	Director since:
	Court D. Carruthers	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.



	Kirk K. Calhoun	Director since:
	Kirk K. Calhoun	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 ~~California and is a Certified Public Accountant (non-practicing) in~~ California. He currently serves on the board of directors and audit committees of NantHealth, Inc. and PLx Pharma, Inc., as well as on the board of directors of three private companies. Mr. Calhoun has previously served on the boards and audit committees of eight other public companies. Mr. Calhoun’s experience serving on public company audit committees and boards of directors and his past work as a partner with Ernst & Young LLP has led the Board to conclude that Mr. Calhoun has the requisite expertise to serve as a director of the Company and qualifies as a financial expert for audit committee purposes.

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

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		—		—

	•	Review, revise and interpret the Company’s compensation philosophy, policies and objectives, including reviewing and approving any incentive compensation plans and equity-based plans of the Company; and the Compensation Committee shall report its determinations and any actions it takes with respect to the Company’s compensation philosophy, policies and objectives to the Board;

	•	Review and approve annually the corporate goals and objectives applicable to the compensation of the Company’s CEO, evaluate at least annually the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation; the Committee’s decisions regarding performance goals and objectives and the compensation of the CEO are reviewed and ratified by the Board; in determining the long-term incentive component of the CEO’s compensation, the Committee shall consider all relevant factors, including the Company’s performance and relative stockholder return, the value of similar awards to chief executive officers at comparable companies and the awards given to the CEO in past years;

	•	Review and approve the compensation for executive officers, including the review and approval of the design and implementation of any incentive arrangements, equity compensation and supplemental retirement programs;

	•	~~Review and approve grants and awards to officers and other participants under the Company’s compensation and participation plans, including the Company’s management incentive plans;~~

	•	~~Review and make recommendations to the Board regarding the amount and types of compensation that should be paid to the Company’s outside directors, to ensure that such pay levels remain competitive;~~

	•	~~Review and approve any employment, severance or termination arrangements to be made with any executive officer of the Company;~~

	•	Review all equity compensation plans under the listing standards of the NYSE or such other national securities exchange or stock market on which the Company’s securities may be listed and approve such plans in the Committee’s sole discretion;

	•	Annually assist management in drafting the Company’s Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s public filings with the Securities and Exchange Commission by (i) articulating the discussion and analysis to be included in the CD&A, (ii) participating in or overseeing the drafting of the CD&A and (iii) reviewing the CD&A with management and determining whether to recommend to the Board that the CD&A be included in the Company’s annual report on Form 10-K or proxy statement, as applicable;

	•	Prepare a report annually to be filed with the Company’s annual report on Form 10-K or proxy statement, as applicable, to state whether the Committee has reviewed and discussed the CD&A with management and, based on such review and discussions, whether the Committee has recommended to the Board that the CD&A be included in the Company’s annual report on Form 10-K or proxy statement, as applicable; and

	•	Submit a report to the Board periodically, which shall include a review of any determinations, recommendations or issues that arise with respect to Company compensation philosophy, policies and objectives, executive compensation, management succession planning and any other matters that the

	•	~~Retain compensation consultants, independent counsel and other advisors;~~

	•	~~Terminate any consulting firms and such other advisors;~~

	•	~~Approve the consulting firms’ and other advisors’ fees and other retention terms; and~~

	•	Determine the appropriate funding (at the expense of the Company) for (i) payment of compensation to any independent counsel and other advisers employed by the Committee and (ii) ordinary administrative expenses of the Committee.

		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

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%

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

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 Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)	All Other Compensation ($)(6)	Total ($)




Edward J. Lehner	2023	1,150,000	—	4,001,800	—	1,250,480	—	73,968	6,476,248


President & CEO	2022	1,037,500	1,200,000	3,852,200	—	2,750,000	—	58,412	8,898,112


	2021	937,500	—	1,789,200	135,750	2,437,500	—	19,504	5,319,454


James J. Claussen	2023	461,250	—	1,273,300	—	295,426	—	50,897	2,080,873


EVP & CFO(7)	2022	437,500	—	1,225,700	—	675,000	—	52,922	2,391,122


	2021	420,682	—	596,400	81,450	631,126	—	38,894	1,768,552


Michael J. Burbach	2023	484,500	—	1,273,300	—	308,869	3,512	38,600	2,108,781


COO(8)	2022	462,500	—	1,225,700	—	712,500	—	32,054	2,432,754


	2021	444,483	—	596,400	81,450	675,000	17,539	19,382	1,834,254


Mark S. Silver	2023	445,875	—	909,500	—	266,540	—	29,573	1,651,488


EVP, General Counsel &	2022	423,800	—	787,950	—	609,000	—	24,986	1,845,736


Chief Human Resources Officer	2021	393,850	—	383,400	81,450	577,640	—	15,986	1,452,326


John E. Orth	2023	353,430	—	636,650	—	195,270	—	25,712	1,211,062


EVP, Operations	2022	330,750	—	525,300	—	450,450	—	22,564	1,329,064


	2021	301,875	—	255,600	81,450	378,000	—	16,026	1,032,951

	~~(1)~~	~~For 2017, consists of AIP bonus paid in March 2018.~~
	~~(2)~~	The amounts in this column reflect the aggregate grant date fair values of the restricted stock units (“RSUs”) and performance units (“PSUs”) awarded to the named executive officers on March 31, 2017, under the 2017 LTIP, as further described above under “Long-Term Incentive Plan (“LTIP”),” on page 30, and below under “Grants of Plan-Based Awards,” on page 38. The grant date fair value of the RSU and PSU 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, $12.60 per share. (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 ~~as of the grant date, excluding the effect of estimated forfeitures.~~
	~~(3)~~	~~For 2017, consists of each named executive officer’s Retention Bonus Plan payments described under “Retention Bonus Plan,” above on page 29.~~

	~~(4)~~	For 2017, there was an increase in the actuarial present value of Mr. Burbach and Mr. Richardson’s accumulated benefits under our pension plans. Due to an increase in the discount rate used in the actuarial present value calculation over the prior fiscal year-end measurement date, the value of Mr. Burbach’s accumulated benefits increased by $107,834 and the value of Mr. Richardson’s accumulated benefits increased by $17,758. For additional information, see “Pension Plans,” above on page 33, and “Pension Benefits,” below on page 42. The remainder of the amounts shown for Messrs. Burbach and Richardson consist of the aggregate earnings on their balances in the nonqualified savings plan. For additional information, see “Nonqualified Deferred Compensation” on page 43.
	~~(5)~~	~~Includes the following for 2017:~~

	•	~~Mr. Lehner~~~~. The amount reported for 2017 represents $13,501 of matching contributions under our 401(k) Plan, $2,622 for life insurance premiums for coverage in excess of $50,000.~~
	•	~~Mr. Schnaufer~~~~. The amount reported represents $13,494 of matching contributions under our 401(k) Plan and $1,115 for life insurance premiums for coverage in excess of $50,000.~~
	•	~~Mr. Burbach~~~~. The amount reported represents $13,501 of matching contributions under our 401(k) Plan, $2,820 for life insurance premiums for coverage in excess of $50,000.~~
	•	~~Mr. Richardson~~~~. The amount reported represents $13,502 of matching contributions under our 401(k) Plan, $2,804 for life insurance premiums for coverage in excess of $50,000.~~
	•	~~Mr. Fang~~~~. The amount reported represents $13,494 of matching contributions under our 401(k) Plan and $3,132 for life insurance premiums for coverage in excess of $50,000.~~

				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

Kirk K. Calhoun

Court D. Carruthers

Eva M. Kalawski

Jacob Kotzubei

Stephen P. Larson

Edward J. Lehner

Philip E. Norment

Mary Ann Sigler