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350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 18, 2016

​

TIME AND PLACE

​	​		​	​	May 18, 2022	​	​
​	​		​	​	10:00 a.m. PDT	​	​
​	​		​	​	Electronically via live webcast accessible at www.virtualshareholdermeeting.com/RS2022	​	​

RECORD DATE

​

​

​

Only stockholders at the close of business on March 25, 2022 are entitled to notice of, and to vote at, the 2022 annual meeting of stockholders ( the ”Annual Meeting”) or any adjournments thereof.

​

​

ITEMS OF BUSINESS

​	1	​	​	To elect the ten directors nominated by our Board of Directors to hold office until our next annual meeting and until his or her successor is elected and qualified.	​
​	2	​	​	To consider a non-binding, advisory vote to approve the compensation of Reliance Steel & Aluminum Co.’s (the “Company” or ”Reliance”) named executive officers.	​
​	3	​	​	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022.	​
​	4	​	​	To consider a stockholder proposal regarding changes to the Company’s proxy access bylaw to remove the size limit on the stockholder nominating group, if properly presented at the Annual Meeting.	​
​	5	​	​	To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.	​

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To the Stockholders of

Reliance Steel & Aluminum Co.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of Reliance Steel & Aluminum Co. (“Reliance” or “Company”) will be held on Wednesday, May 18, 2016, at 10:00 a.m., California time, at the Omni Los Angeles Hotel at California Plaza, 251 South Olive Street, Los Angeles, California 90012, for the following purposes:

1.To elect nine directors to serve for one year and until their successors have been duly elected and qualified. The nominees for election to the Board are Sarah J. Anderson, John G. Figueroa, Thomas W. Gimbel, David H. Hannah, Douglas M. Hayes, Mark V. Kaminski, Robert A. McEvoy, Gregg J. Mollins, and Andrew G. Sharkey, III. The Board of Directors recommends that stockholders vote FOR the election of each nominee as a director.

2.To consider a non-binding, advisory vote to approve the compensation of the Company’s named executive officers. The Board of Directors recommends that stockholders vote FOR the approval of the compensation of the Company’s named executive officers.

3.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2016. The Board of Directors recommends that stockholders vote FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm.

4.To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.

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These items of business are more fully described in the accompanying proxy statement accompanying this Notice.

statement.

PROXY VOTING

​

INTERNET Visit the website noted on your proxy card to vote online.

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BY TELEPHONE Use the toll-free telephone number on your proxy card to vote by telephone.

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BY MAIL Sign, date, and return your proxy card in the enclosed envelope to vote by mail.

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DURING THE MEETING

To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/RS2022 and use your 16-digit control number.

This is an invitation toyear’s meeting will be a completely “virtual” meeting of stockholders. You can attend the Annual Meeting online, vote your shares electronically, and to votesubmit your questions during the Annual Meeting at www.virtualshareholdermeeting.com/RS2022. An audio recording of the Annual Meeting will be available on the matters to be considered. All stockholders are invited to attendInvestors section of our website at investor.rsac.com after the Annual Meeting.

meeting.

Your vote is important. Whether or not you plan to attendparticipate in the Annual Meeting, it is important that your shares be represented, and we hope you will vote as soon as possible.

Only stockholders of record at the close of business on March 31, 2016 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof.

To make it easier, you may vote on the Internetinternet or by telephone. The instructions attached to this Notice describe how to use these convenient services. Even if you give your proxy, you have the right to vote in personelectronically if you attendparticipate in the Annual Meeting.

​	​	​	​	By Order of the Board of Directors,	​
​	​	​	​		​
​	Los Angeles, California April 8, 2022	​	​	William A. Smith II
	Senior Vice President, General Counsel and Corporate Secretary
Los Angeles, California
April 8, 2016	​

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IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS

This Notice presents only an overview of the more complete proxy materials that are available to you on the Internet, if you have not received them by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. This proxy statement, an Annual Report to Stockholders, an Annual Report on Form

​

THIS PROXY STATEMENT, OUR ANNUAL REPORT TO STOCKHOLDERS, OUR 2021 ANNUAL REPORT ON FORM 10-K and a proxy form for voting are available online at www.proxyvote.com by using the 12-digit control number provided to you. If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to provide you a copy. Please request a copy (1) by Internet at www.proxyvote.com; (2) by telephone at 1-800-579-1639; or (3) by email to sendmaterial@proxyvote.com, on or before May 4, 2016 to facilitate timely delivery.

Except as stated otherwise, information on our website is not a part of this proxy statement.

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AND A PROXY FORM FOR VOTING ARE AVAILABLE ONLINE AT WWW.PROXYVOTE.COM BY USING THE 16-DIGIT CONTROL NUMBER PROVIDED TO YOU.

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PROXY STATEMENT

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PROXY STATEMENT

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​	Proxy Summary	Page ​	​	​	​	1	​	​
PROXY SUMMARY ​	Voting Information	1 ​	​	​	​	14	​	​
​	Information Concerning Our Common Stock	​	​	​	​	16	​	​
INFORMATION CONCERNING PROXY ​	Proposal No. 1 — Election of Directors	7 ​	​	​	​	17	​	​
​	Proposal No. 2 — Advisory Vote on the Approval of the Compensation of Our Named Executive Officers	​	​	​	​	18	​	​
INFORMATION CONCERNING OUR SECURITIES ​	Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm	8 ​	​	​	​	19	​	​
​	Proposal No. 4 — Stockholder Proposal Requesting Proxy Access Bylaw Amendment	​	​	​	​	21	​	​
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	​	Board of Directors and Management 9	​	​	​	​	25	​	​
​	Compensation Discussion and Analysis	​	​	​	​	38	​	​
PROPOSAL NO. 2 – ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	​	10
PROPOSAL NO. 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		12
MANAGEMENT		14
Directors and Executive Officers		14
COMPENSATION DISCUSSION AND ANALYSIS		20
Executive Summary	​	​	​	​	38 20	​	​
Pay-for-Performance Philosophy	​	Executive Compensation Program Design 22	​	​	​	​	39	​	​
​	20152021 Financial and Operating Highlights	​	​	​	​	40 22	​	​
​	Relationship Between Pay and Performance	​	​	​	​	42 23	​	​
​	Key Executive Compensation Practices	​	​	​	​	44 25	​	​
​	20152021 Say on Pay Vote	​	26 ​	​	​	45	​	​
Changes to 2016 Compensation Program	​	2021 Executive Succession 26	​	​	​	​	45	​	​
​	Overview of Our Executive Compensation Program	​	​	​	​	46 27	​	​
​	Compensation Program Objectives	​	​	​	​	46 27	​	​
​	Elements of Compensation	​	​	​	​	47 29	​	​
​	Allocation of Compensation Components	​	​	​	​	49 32	​	​
​	Mix of Principal Compensation Components	​	​	​	​	49 32	​	​
​	How We Make Decisions Regarding Executive Compensation	​	​	​	​	50 33	​	​
​	Compensation Committee and Independent Directors	​	​	​	​	50 33	​	​
​	Independent Compensation Consultant	​	​	​	​	50 33	​	​
​	Compensation Committee Review of Executive Compensation Peer Group and Other Data	​	34 ​	​	​	51	​	​
​	Executive Compensation Peer Group	​	​	​	​	51 34	​	​
​	Analysis of 20152021 Company and Executive Compensation Peer Group Compensation	​	​	​	​	52 35	​	​
​	Internal Pay Equity	​	​	​	​	53 35	​	​
​	Principal Components of Our Executive Compensation Program	​	​	​	​	53 36	​	​
​	Base Salary	​	​	​	​	53 36	​	​
​	Annual Cash Incentive Awards	​	​	​	​	53 36	​	​
​	Long-Term Equity Incentive Compensation	​	​	​	​	54 38	​	​
​	SERP and Deferred Compensation Plan	​	​	​	​	55 39	​	​
​	Other Benefits	​	​	​	​	56 40	​	​
​	Additional Information	​	​	​	​	56 40	​	​
​	No Employment Agreements		40
Stock Ownership Requirements		40
Stock Retention Requirements		41
Clawback Policy		41
Agreements; Potential Payments Upon Termination or Change in Control	​	​	​	​	56	​	​
​	Estimated Benefits Upon Termination or Change in Control 41	​	​	​	​	57	​	​
​	Stock Ownership Requirements	​	​	​	​	59	​	​

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​	Clawback and Recoupment Policy	​	​	​	​	59	​	​
​	Hedging and Pledging Policies	​	​	​	​	59 41	​	​
​	Tax and Accounting Considerations	​	​	​	​	60 42	​	​
​	Changes to 2022 Annual Cash Incentive Plan	​	​	​	​	61	​	​
COMPENSATION COMMITTEE REPORT	​	Compensation Committee Report 42	​	​	​	​	63	​	​
​	Executive Compensation Tables	​	​	​	​	64	​	​
EXECUTIVE COMPENSATION	​	43
Summary Compensation Table	​	​	​	​	64 43	​	​
​	Grants of Plan Based Awards	​	​	​	​	65 44	​	​
​	Option Exercises and Stock VestedVesting	​	​	​	​	66 45	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	66 46	​	​
​	Pension Benefits	​	​	​	​	67 47	​	​
​	Nonqualified Deferred Compensation	​	​	​	​	68 47	​	​
​	Equity Compensation Plan Information	​	​	​	​	68 47	​	​
​	Pay Ratio Disclosure	​	​	​	​	68	​	​
DIRECTOR COMPENSATION ​	Director Compensation	48 ​	​	​	​	70	​	​
​
Director Summary Compensation Table	​	​	​	​	71 48	​	​
​	Securities Ownership of Certain Beneficial Owners and Management	​	​	​	​	72	​	​
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ​		50
Board of Directors and Corporate Governance	​	52 ​	​	​	74	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	82	​	​
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ​	Audit Committee Report	57 ​	​	​	​	83	​	​
​	Related Person Transactions and Indemnification	​	​	​	​	84	​	​
AUDIT COMMITTEE REPORT ​	Participation in the Annual Meeting	58 ​	​	​	​	84	​	​
​	Stockholder Proposals and Nominations for the 2023 Annual Meeting	​	​	​	​	85	​	​
RELATED PERSON TRANSACTIONS ​	Stockholders Sharing the Same Address	59 ​	​	​	​	86	​	​
​	Annual Report
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ​	​	59
​	​
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR the 2017 ANNUAL MEETING86	​	59
STOCKHOLDERS SHARING THE SAME ADDRESS		60
ANNUAL REPORT		60 ​

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PROXY SUMMARY

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350 South Grand Avenue, Suite 5100

Los Angeles, California 90071

(213) 687-7700

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2015.2021. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING OF STOCKHOLDERS

TIME AND PLACE

TIME AND DATE: ​	​		​	​	May 18, 2022	​	​
​	​		​	​	10:00 a.m., California time, May 18, 2016 PDT	​	​
​	​		​	​	Electronically via live webcast accessible at www.virtualshareholdermeeting.com/RS2022	​	​

RECORD DATE

PLACE: ​		Omni Los Angeles Hotel​	​	Only stockholders at California Plaza 251 South Olive Street Los Angeles, California  90012
RECORD DATE:		Stockholders of record as of the close of business on March 31, 201625, 2022 are entitled to receive this Noticenotice of, and to vote at, the meeting.
ITEMS OF BUSINESS:		1.	To elect nine directors to serve for one year and until their successors have been duly elected and qualified.
		2.	To consider a non-binding, advisory vote to approve the compensation of the Company’s named executive officers.
		3.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2016.
		4.	To transact such other business, if any, as properly comes before the meetingAnnual Meeting or any adjournmentadjournments thereof.	​

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PROXY VOTING

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VOTING AND ATTENDANCE AT THE MEETING:		Stockholders of record as of INTERNET Visit the close of businesswebsite noted on the record date are entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted on. Voting may be done over the Internet, by telephone, by completing and mailing theyour proxy card orto vote online.		​	​	​	BY TELEPHONE Use the toll-free telephone number on your proxy card to vote by telephone.	​	​	​	BY MAIL Sign, date, and return your proxy card in person at the Annual Meeting. Additional information is provided under “Information Concerning Our Securities” on page 8.
enclosed envelope to vote by mail.
		We hope you will attend the meeting in person. If you do, please bring with you a valid form of government-issued photo identification, such as a valid driver’s license or passport, and proof of ownership of our common stock as of the record date. ​

DURING THE MEETING

To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/RS2022 and use your 16-digit control number.

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      2022 PROXY STATEMENT

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VOTING MATTERS

PROPOSAL				​	​	VOTING RECOMMENDATION	​	​	PAGE	​
1	​	​	To elect the ten directors nominated by our Board of Directors to hold office until our next annual meeting and until his or her successor is elected and qualified.	​	​	FOR each nominee	​	​	17	​
2	​	​	To consider a non-binding, advisory vote to approve the compensation of the Company’s named executive officers.	​	​	FOR​	​	​	18	​
3	​	​	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022.	​	​	FOR​	​	​	19	​
4	​	​	To consider a stockholder proposal regarding changes to the Company’s proxy access bylaw to remove the size limit on the stockholder nominating group, if properly presented at the Annual Meeting.	​	​	AGAINST​	​	​	21	​
5	​	​	To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.	​	​	​	​	​	​	​

VIRTUAL STOCKHOLDER MEETING

This year’s meeting will be a “virtual” meeting of stockholders. If you were a stockholder as of the close of business on March 25, 2022 (the “Record Date”), you can attend the Annual Meeting online, vote your shares electronically, and submit your questions and view our list of stockholders as of the Record Date during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/RS2022. You will need to have your 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The meeting webcast will begin promptly at 10:00 a.m. Pacific Daylight Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. An audio recording of the Annual Meeting will be available on the Investors section of our website after the meeting.

Additional information about our virtual stockholder meeting, including procedures for submitting questions at the Annual Meeting, is provided under “Participation in the Annual Meeting” on Page 84.

The Company anticipates that the Notice of Internet Availability will first be mailed on or about April 8, 2022 to all stockholders entitled to vote at the Annual Meeting and we will post our proxy materials on the website referenced in the Notice of Internet Availability. As more fully described in the Notice of Internet Availability, all stockholders may choose to access our proxy materials on the website referred to in the Notice of Internet Availability or may request to receive a printed set of our proxy materials.

RELIANCE STEEL & ALUMINUM CO.      2

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PROXY SUMMARY

PROXY STATEMENT

Your vote is very important. TheReliance’s Board of Directors of Reliance Steel & Aluminum Co. is requesting that you allow your common stock to be represented and voted at the Annual Meeting by the proxiesCompany’s officers (proxies) named on the proxy card. ThisThe proxy statement is being sent or made available to you in connection with this request and has been prepared for the Board by our management. The proxy statement isfirst being sent and made available to our stockholders on or about April 8, 2016.

Business Highlights

2022.

CORPORATE GOVERNANCE HIGHLIGHTS​ (see page 74)​

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· HIGHLIGHTS OF CORPORATE GOVERNANCE

Cash flow from operations in 2015 was a record $1.03 billion, compared to $356.0 million in 2014. ​

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Strong working capital management, reducing first-in, first-out (“FIFO”) inventory​

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All directors are elected annually by $433.1 million in 2015.

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Increased gross profit margin to 27.2% in 2015 from 25.1% in 2014.

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Invested $172.2 million in capital expenditures the significant majority of which is designedvotes cast.

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Stockholder right to expand and improve efficienciesact by written consent.

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Independent, non-executive Chairman of the Board.

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Special meetings may be called by stockholders holding shares entitled to cast not less than 10% in our value-added processing capabilities.

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Improved our leverage position by paying down $376.6 million of debt.

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Sales of $9.35 billion and earnings per diluted share of $4.16 in 2015.

·

We also increased our market share as our performance outpaced the industry data reported by the Metals Service Center Institute, which indicated industry shipments were down 7.5% in 2015 compared to our same-store tons sold decline of only 3.2%.

Returning Value to Stockholders (see page 20)  

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We repurchased $355.5 millionvoting power of our common stock in 2015, or 6.2 million shares, at an average priceoutstanding stock.

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Prohibition of $57.39 per share. speculative and hedging transactions by all directors and executive officers.

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Market-standard, robust proxy access right.

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We have repurchased approximately 22.1 million shares at an average cost​

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All standing committees of $30.93 per share since initiating our share repurchase plan in 1994. On October 20, 2015, our Board amended our share repurchase plan increasing the total shares authorized for repurchase by 7.5 million and extending the plan through December 31, 2018.

·

We paid regular quarterly cash dividends of $0.40 per share, totaling $120.1 million in 2015 compared to $108.7 million in 2014. Our cash dividends per share paid in 2015 were $1.60 compared to $1.40 in 2014.

·

We have increased our dividend 22 times since our initial public offering in 1994, including a 14% increase in the first quarter of 2015. We have paid regular quarterly dividends to our stockholders for 56 consecutive years.

Corporate Governance Highlights (see page 52)  

All directors are elected annually by majority of votes cast.

Eight of our current ten directors are independent directors. All of our standing committees are composed entirely of independent directors.

·

We have a separate Chairman and Chief Executive Officer.

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As previously announced, if re-elected, Mr. Hannah will retire from the position of Executive Chairman in July 2016, at which time he will remain a director and the Board will appoint a non-executive Chairman from theconsist solely of independent directors.

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Board oversight in executive succession planning.

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Independent directors elected at the Annual Meeting. meet regularly in executive sessions.

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No super-majority voting requirements to approve mergers or other business combinations.

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Independent directors meet regularly in executive sessions without management.

Reliance has adopted a Code of Conduct that applies to all executive officers and senior management. Reliance has also adopted a Director Code of Conduct that applies to all directors.

Directors are required to own shares of our common stock having a market value of at least $400,000 within five years of joining the Board. All of our directors are in compliance with this requirement.

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Policy that directors should not stand for re-election after reaching age 75.

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No stockholder rights plan or poison pill.

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98% Board and committee meeting attendance in 2021.

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Code of Conduct that applies to all directors, executive officers and senior management.

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Stock ownership and retention requirements applicable to all directors and officers.

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Annual Board and committee self-evaluations.

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3Our stockholders have the right to request a special meeting of stockholders and act by written consent. Special meetings may be called by stockholders holding shares entitled to cast not less than 10% of the votes at the meeting.

      2022 PROXY STATEMENT

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PROXY SUMMARY

KEY EXECUTIVE COMPENSATION PRACTICES

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Our Bylaws provide our stockholders with a proxy access right. ​

No super‑majority voting requirements to approve mergers or other business combinations.

No stockholder rights plan or poison pill.

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Key Executive Compensation Practices

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WHAT WE DO AND DON’T DO

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See Pages

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What ​

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We Do:

ü align executive compensation with the interests of our stockholders

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Strong pay-for-performance compensation structure with approximately 75%74% of our CEO’sChief Executive Officer (“CEO”) and 60%64% of our other named executive officers’officers (“NEOs”) target level total direct compensation tied to performance metrics (see discussion beginning on page 20). metrics.

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Target total direct compensation forof our named executive officersNEOs designed to approximate the market median forof our executive compensation peer group when targeted performance levels are achieved (see page 35). achieved.

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Performance-based equity awards represented 80% of our CEO and our President’s equity awards and 60% of our other NEOs’ equity awards.

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Clawback policy for cash and equity compensation (see page 41).

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Stock ownership and retention requirements applicable to all directors and corporate officers, including our namedNEOs.

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Clawback and recoupment policy for cash and equity compensation.

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Our executive compensation program is designed to reward the Company’s executive officers for strong operational and directors (see pages 40financial performance and 41).

to avoid excessive risk taking

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Double trigger provisions for accelerated vesting of restricted stock unitsequity awards upon a change in control (see page 41). control.

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All named executive officerNEO performance-based equity awards have beenare tied to a three-year performance targets since 2012 (see page 38). target.

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Broad and deep distribution of equity awards throughout management (see page 55). while managing the dilutive impact and expense associated with those awards.

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Limited perquisites.

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Limited perquisites (see page 40).

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Annual stockholder advisory vote to approve named executive officer compensation (see page 10). NEO compensation.

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Independent compensation committee.

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Independent compensation committee (see page 33). consultant.

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We adhere to executive compensation best practices

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Independent, non-executive Chairman of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices.

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Utilization

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Minimum vesting provisions in our equity plan provide that awards must be subject to a minimum one-year vesting period, except with respect to a maximum of an independent compensation consultant (see page 33). 5% of the remaining shares available for grant under the plan (currently 1,463,455) shares.

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RELIANCE STEEL & ALUMINUM CO.      4

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PROXY SUMMARY

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WHAT WE DO AND DON’T DO

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See Pages

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​	​	No incentive plan design or feature which would encourage excessive risk-taking.	​	​	​	n/a	​	​
What We Don’t Do: ​		​	​	No unlimited compensation; all variable compensation plans have caps on plan formulas.	​	​	​	n/a	​	​
r ​		​	​	No employment agreements, severance agreements, change in control/golden parachute agreements or other similar agreements with any executive officer.	​	​	​	56	​	​
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r	No repricing or replacement of stock options.
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r ​	No tax gross-ups for perquisites, change in control excise taxes or otherwise.	​	​	​	n/a	​	​
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r	​	​	No dividends on unvested restricted stock units.units (“RSUs”). Dividends accrue and are paid only paid upon thevesting subsequent to achievement of the applicable vestingperformance and/or service criteria.	​	​	​	n/a	​	​
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r	​	​	No hedging of Reliance common stocksecurities by directors and executive officers.	​	​	​	59	​	​
​		​	​	No pledging of Reliance securities by directors and executive officers.	​	​	​	59	​	​
​		​	​	No share recycling.	​	​	​	n/a	​	​
​		​	​	No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control.	​	​	​	n/a	​	​

5      2022 PROXY STATEMENT

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PROXY SUMMARY

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

We recognize a corporate social responsibility not only to our investors, but also to our people, their families and the communities in which we live and conduct our business. Accountability to our stockholders, employees, and communities, and to ethical business practices, motivates and anchors us. Our responsibility to stockholders requires a diligent commitment to excellence and a focus on sustainable profitability. This commitment to excellence also requires that we set the highest standards for business practices, ensure a safe and productive workplace for our colleagues, are stewards of the natural environments in which we operate and give back to our communities.

We are committed to promoting the health, safety, and wellbeing of our employees and their families, as well as supporting the communities in which we live and work. We strive to foster a culture of excellence by generating industry leading results while operating responsibly, safely and ethically, minimizing environmental impacts, and leveraging the diversity of talent and perspectives within our family of companies.

Our commitment to corporate responsibility and sustainability is highlighted in our six core values—People, Diversity, Integrity, Leadership, Service and Partnerships. We have always focused on delivering strong financial results and returns to our stockholders, and we remain committed to doing so in a sustainable manner that respects the communities in which we operate.

In 2021, we completed a materiality assessment to determine the environmental, social and governance (“ESG”) issues that are most critical to our business and our stakeholders. As a result of the materiality assessment, we determined that Reliance’s most significant ESG issues are: (i) the health and safety of our colleagues; (ii) human capital management; (iii) emissions from company-operated trucks that deliver our products; and (iv) our overall energy usage. We expect to update this materiality assessment on a periodic basis to ensure it reflects changes in our business and the environment.

We look forward to communicating our progress over time as we continue to maintain focus on ESG matters. Please refer to the ESG section of our website at https://www.rsac.com/environmental-social-and-governance/​ for further information on our environmental, social and governance matters and initiatives. (The website addresses presented above and elsewhere in this proxy statement are not intended to function as hyperlinks, and the information contained in our website is not part of this proxy statement and is not soliciting material.)

RELIANCE STEEL & ALUMINUM CO.      6

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PROXY SUMMARY

Set forth below are some highlights of our corporate responsibility and sustainability initiatives.

​	​	​	​	​	​	​	​	​	PEOPLE AND DIVERSITY	​	​
​	​	​	​	​	​		​	​	The health and safety of our employees, customers, suppliers and communities is our most important core value. Our safety programs are designed around recognized standards with appropriate variations addressing the multiple jurisdictions and regulations, specific hazards and unique working environments of our operations.	​	​
​	​	​	​	​	​		​	​	Our SMART Safety program focuses on embedding our culture of safety across all of our operations.	​	​
​	​	Worker Safety	​	​	​		​	​	We strive to have zero fatalities and no life-threatening or life-altering injuries and illnesses from working at our facilities. Our executive team supports a safety management system that includes policies, standard practices and goals at our facilities, including: • conducting regular safety assessments; ​ • monitoring best practices and compliance with regulatory requirements; ​ • training our employees to improve safety practices; ​ • integrating video-based safety programs into substantially all Company-operated trucks; and ​ • maintaining emergency preparedness and response plans. ​	​	​
​	​	​	​	​	​		​	​	The Company utilizes a mixture of indicators to assess the health and safety performance of its domestic operations. Lagging indicators include the OSHA Total Recordable Incident Rate (“TRIR”) and Department of Transportation Recordable Accident Rate per million miles (“DOT Rate”). The following table sets forth the TRIR and DOT Rate for each of the last three years ended December 31.	​	​
​	​	​	​	​	​	​	​	​	​	​	​

​

​

​

​

​

​

​

​

​

Safety Indicator

​

​

2021

​

​

2020

​

​

2019

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

TRIR

​

​

​

​

2.12

​

​

​

​

​

1.86

​

​

​

​

​

2.43

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

DOT Rate

​

​

​

​

0.54

​

​

​

​

​

0.60

​

​

​

​

​

0.75

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Our focus on safety is evident in our TRIR, which is lower than the 2020 Metals Service Center Institute average of 3.5. A lower TRIR means that fewer people are injured and fewer lives are impacted. We have not identified a universally accepted and annually updated benchmarking standard for DOT Rate.

​

​

7      2022 PROXY STATEMENT

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PROXY SUMMARY

​	​	​	​	​	​	​	​	​	PEOPLE AND DIVERSITY	​	​
​	​	Employee Wellness	​	​	​		​	​	To help attract and retain the best employees, we offer competitive compensation and benefits. In addition to base salaries, our compensation programs can include annual bonuses, stock-based compensation awards, a 401(k) plan with employer matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts.	​	​
					​		​	​	We believe that we provide industry-leading healthcare benefits to our employees. We funded approximately 86% of the costs associated with our U.S. employees’ health insurance coverage in 2021.	​	​
					​		​	​	As part of our comprehensive benefits offering, we provide employees and their covered spouses/domestic partners with on-site health screenings, individualized health and wellness assessments and personalized wellness coaching. This one-on-one coaching program integrates phone and mail-based communications and is designed to support employees’ physical and mental health by providing individualized tools and coaching resources to help improve or maintain their health status and encourage engagement in healthy behaviors.	​	​
​	​	Diversity, Equity and Inclusion	​	​	​		​	​	We are committed to being an inclusive, equitable, and diverse workplace that welcomes all individuals.	​	​
					​		​	​	We offer an unbiased opportunity for our colleagues to perform, contribute, and achieve their career aspirations. We embrace and encourage one another’s unique perspective and experience because we believe these characteristics foster a company-wide culture of innovation and creative problem solving contributing to individual and company performance.	​	​
					​		​	​	We value teamwork as an ongoing practice that calls for inclusiveness, representation, and participation and that engages various groups and points-of-view. We strive to recruit high performers with a desire to achieve at industry-leading levels and hire people from all backgrounds, experiences, and skillsets. We are committed to providing a work-life balance and continually promote the understanding of and appreciation for performance and diversity in our workplace and community.	​	​
					​		​	​	Women comprise 30% of the directors nominated to our Board of Directors and serve in key executive leadership roles at the Company, including: President; Senior Vice President, Chief Information Officer; Vice President, Corporate Initiatives; Vice President, Health & Human Resources; and Vice President, Tax. In addition, our non-executive Chairman of the Board identifies as American Indian and is a member of the Citizen Potawatomi Nation, further evidencing our commitment to board diversity.	​	​
					​		​	​	We expect and require fair, equitable, and respectful treatment of and by all our colleagues. Our commitment to diversity and inclusion is also reinforced by the Code of Conduct, which forbids employment discrimination or harassment based on race, color, sex (including pregnancy, childbirth, and related medical conditions), national origin, religion, age, disability, genetic information, veteran status, sexual orientation, marital status, or any other characteristic protected by applicable law.	​	​

RELIANCE STEEL & ALUMINUM CO.      8

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PROXY SUMMARY

​	​	​	​	​	​	​	​	​	INTEGRITY AND LEADERSHIP	​	​
​	​	Ethics	​	​	​		​	​	Our Company-wide ethics and compliance program is designed to ensure that integrity guides our business every day, and in every decision we make.	​	​
					​		​	​	Our entire workforce is required to adhere to our ethics policies and procedures, and to comply with all applicable laws and regulations.	​	​
​	​	Code of Conduct and Related Policies Promoting Ethical Behavior	​	​	​		​	​	Our Code of Conduct and our Anti-Bribery and Anti-Corruption Policy apply to all Company directors, officers, and employees and set forth expectations regarding how we conduct business worldwide.	​	​
					​		​	​	Training on the Code of Conduct and Anti-Bribery and Anti-Corruption Policy is assigned to all new colleagues upon hire and to existing colleagues regularly.	​	​
					​		​	​	We maintain a confidential hotline and website to allow persons to report, without fear of retaliation, any inappropriate acts or omissions relating to our policies and practices. The hotline and website are provided by an independent third-party and are available worldwide and are translated into the local languages at each of our operations.	​	​
					​		​	​	All hotline and website reports/inquiries are administrated by the Vice President, Enterprise Risk. To date, the significant majority of these reports and inquiries have related to employee human resources with a lesser number pertaining to safety and financial reports. The Audit Committee is informed of all hotline and website reports as well as any other matters, whether arising through the hotline, website, management, or otherwise, involving accounting, internal control, or auditing matters.	​	​
					​		​	​	The Reliance Policy on U.S. Political Activity and Spending Practices requires that all political contributions, payments or other support to U.S. political parties, committees or candidates from corporate funds must be made in accordance with applicable campaign finance laws. Company funds or resources cannot be used for, or be contributed to, political campaigns or practices under any circumstances unless pre-approved by the Company’s General Counsel. However, it is acceptable for Company employees subjectto make lawful personal political contributions as the Company supports its employees’ involvement in the political process and their communities.	​	​

9      2022 PROXY STATEMENT

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PROXY SUMMARY

​	​	​	​	​	​	​	​	​	INTEGRITY AND LEADERSHIP	​	​
​	​	Environment and Sustainability	​	​	​		​	​	We are committed to mitigating the impact that our products and operations may have on the environment.	​	​
					​		​	​	We are not a metals producer or mill — we operate metals service centers. As a distributor and “first-stage” processor of metal products, our operations, by their nature, have a limited environmental impact as we do not emit significant amounts of carbon dioxide or other greenhouse gases.	​	​
					​		​	​	Our operations process and distribute steel and aluminum, which are inherently sustainable products, as they (i) are some of the most commonly-recycled materials in the United States and (ii) can be 100% recycled without loss of quality.	​	​
					​		​	​	In 2021, we reintroduced over 193 thousand tons of recycled scrap material into the manufacturing life cycle.	​	​
					​		​	​	As a processor and distributor of metals, and not a producer, we acknowledge and embrace our role in protecting the environment and are currently assessing our impacts. Our strong desire is to identify and prioritize areas of improvement.	​	​
					​		​	​	In 2022, the Company has budgeted over $12.0 million for capital expenditures related to the quarterly trading blackout under our insider trading policy. installation of solar power equipment, LED lighting and energy-efficient equipment.	​	​
					​		​	​	In the last three years, the Company has invested approximately $4.8 million on LED and energy-efficient lighting and the installation of solar power equipment at its facilities.	​	​

​

​

Greenhouse Gas Reporting Data

​

​

​

​

​

​

The following table sets forth information regarding our greenhouse gas emissions for each of the last three years ended December 31.

​

​

​

​

​

​

​

​

​

​

​

Emissions Indicators

​

​

2021

​

​

2020

​

​

2019

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Scope 1 emissions MT CO2e(1)

​

​

​

​

180,000

​

​

​

​

​

173,000

​

​

​

​

​

187,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Scope 2 emissions MT CO2e(2)

​

​

​

​

100,000

​

​

​

​

​

99,000

​

​

​

​

​

111,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total MT CO2e

​

​

​

​

280,000

​

​

​

​

​

272,000

​

​

​

​

​

298,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Greenhouse Gas Intensity by Revenue(3)

​

​

​

​

19.9

​

​

​

​

​

30.9

​

​

​

​

​

27.2

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Greenhouse Gas Intensity by Total Tons Transacted(4)

​

​

​

​

22.9

​

​

​

​

​

24.8

​

​

​

​

​

23.5

​

​

​

​

​

​

​

​	​	​	​	​	​	​	​	​	(1) Scope 1 emissions (in metric tons of carbon dioxide equivalent) represent direct greenhouse gas (GHG) emissions resulting from fuel consumed to operate our trucking fleet and facility operations. As a distributor, approximately 75% of our Scope 1 emissions arise from fuel consumption for product delivery. Scope 1 (GHG) emissions are derived from our fleet of approximately 1,720 trucks, 315 locations and 36.4 million square feet of owned and leased facility square footage. ​	​	​
r ​	​	​	​	​	​	​	​	​	No(2) pledging Scope 2 emissions (in metric tons of sharescarbon dioxide equivalent) represent indirect GHG emissions from purchased electricity. Emissions at each facility vary based on amount of energy purchased and emissions efficiency of grid energy source. ​	​	​
​	​	​	​	​	​	​	​	​	(3) The greenhouse gas intensity by revenue metric is the sum of our Scope 1 and location-based Scope 2 emissions in metric tons of carbon dioxide equivalent divided by our revenues (in millions). ​	​	​

RELIANCE STEEL & ALUMINUM CO.      10

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PROXY SUMMARY

​	​	​	​	​	​	​	​	​	INTEGRITY AND LEADERSHIP	​	​
​	​	​	​	​	​	​	​	​	(4) The greenhouse gas intensity by total tons transacted metric is the sum of our Scope 1 and location-based Scope 2 emissions in metric tons of carbon dioxide equivalent divided by the aggregate of our tons sold and tons toll processed (in thousands of tons). ​	​	​

​	​	​	​	​	​	​	​	​	SERVICE AND PARTNERSHIPS	​	​
​	​	Community Service	​	​	​		​	​	Reliance is committed to investing in and enriching the communities in which we live and work.	​	​
					​		​	​	Giving back to those in need and enriching people’s lives is a deep-rooted philosophy embedded in our corporate culture that extends to our employees around the world primarily through our support of non-profit organizations that provide active duty, veterans and transitioning service members and their families with advanced manufacturing training and other support services.	​	​
					​		​	​	Our dedication to each and every member of our family of companies is the foundation for “Reliance Cares,” our emergency assistance fund dedicated to supporting employees impacted by natural disasters.	​	​
					​		​	​	Through employee funded contributions, matched dollar-for-dollar by Reliance, we have been able to provide approximately 1,000 grants to employees (including over 170 grants to support employees and their families responding to COVID-19-related personal impacts) since the inception of Reliance common stock by directors, officers or employees subject to the quarterly trading blackout under our insider trading policy except for grandfathered pledging arrangements by two directors. Cares in 2017.	​	​

11      2022 PROXY STATEMENT

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PROXY SUMMARY

BOARD NOMINEES​ (see page 17)​

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​

Committee Memberships

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​

4

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Table of Contents

Board Nominees (see page 9)  

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​

​

Name and Occupation

​

​

Committee Memberships Independent

​

​

​

Audit

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​

​

Compensation

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​

​

Nominating and Governance

​

​

​

Other Public Company Boards

​

Name ​

Occupation ​

​

Independent LISA L. BALDWIN Former Chief Information Officer, Tiffany & Co.

​

AC ​

CC ​

​

NGC ​

Other Public Company Boards ​

​

​

​

​

​

​

​

​

​

​

​

Sarah J. Anderson ​

Retired, Partner, Ernst & Young LLP ​

​

X

C

X

X

American States Water Company

John G. Figueroa

KAREN W. COLONIAS President and Chief Executive Officer, Genoa Healthcare Simpson Manufacturing Co., Inc.

​

X ​

​

​

C ​

X ​

​

​

​

​

​

​

​

​

​

Simpson Manufacturing Co., Inc.

​

Thomas W. Gimbel ​

Former Trustee, Florence Neilan Trust ​

​

X FRANK J. DELLAQUILA Senior Executive Vice President and Chief Financial Officer Emerson Electric Co.

​

​

​

​

X ​

​

​

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​

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​

​

​

​

David H. Hannah* ​

​

​

JOHN G. FIGUEROA Chairman and Chief Executive Chairman, Reliance Steel & Aluminum Co. Officer, Carepathrx

​

​

​

​

​

​

​

​

Boise Cascade Company ​

​

​

​

​

​

​

Apria, Inc.

​

Douglas M. Hayes ​

President, Hayes Capital Corporation ​

​

X

X

X

Circor International, Inc.

Mark V. Kaminski**

Executive Chairman and Director (and member of the audit and compensation committees) of Graniterock

X

X

X

X

Robert A. McEvoy

Investment Advisor, Brasil Warrant LLC; Retired Managing Director, Goldman Sachs

X

Gregg J. Mollins

President and JAMES D. HOFFMAN Chief Executive Officer, Reliance Steel & Aluminum Co.

​

​

​

​

​

​

​

​

​

​

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​

​

​

​

​

​

​

​

​

Andrew G. Sharkey, III ​

​

​

MARK V. KAMINSKI* Executive Chairman, Graniterock

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

KARLA R. LEWIS President, Reliance Steel & Aluminum Co.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The Goodyear Tire & Rubber Company

​

​

​

​

ROBERT A. MCEVOY Retired Managing Director, Goldman Sachs

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

DAVID W. SEEGER Former President of Zekelman Industries (formerly JMC Steel Group)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

DOUGLAS W. STOTLAR Former President and Chief Executive Officer, American Iron and Steel Institute Con-Way, Inc.

​

X ​

X ​

​

X ​

C ​

​

​

​

​

​

​

​

​

​

AECOM

​

​

​

​

Member

​

​

​

​

Chair

​

​

* Non-executive Chairman of the Board of Directors ​

​

RELIANCE STEEL & ALUMINUM CO.      12

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PROXY SUMMARY

VOTING MATTERS AND RECOMMENDATIONS

AC ​	Audit Committee Proposal				​	​	Board Recommendation	​	​	Page	​
​	​	​	​	ELECTION OF DIRECTORS:	​	​			​
CC ​	Compensation Committee
1​
NGC ​	Nominating and Governance Committee
​
C	Chair
*	If re-elected, Mr. Hannah will retire from the position of Executive Chairman in July 2016, at which time he will remain a director and the Board will appoint a non-executive Chairman from the independent directors elected at the Annual Meeting.
**	Independent Lead Director

5

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Table of Contents

Voting Matters and Recommendations

Proposal		Board Recommendation
1. Election of Directors:The Board and the Nominating and Governance Committee believe that the combination of the various qualifications, skills and experiences of the director nominees will contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications and diversity to provide effective oversight of and quality advice and counsel to the Company’s management. See page 9.	​	​	FOR​ the election of all named nominees	​	​	17	​
​	​	​	​	ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS:	​	​	​	​	​	​	​
​	22. ​Advisory Vote on the Approval of the Compensation of our Named Executive Officers:	​	​	We manage our business with the long-term objective of creating and maximizing value for our stockholders. Our pay-for-performance philosophy is aligned with and supports this objective. We are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. See page 10.	​	​	FOR ​	​	​	18	​
​	​	​	​	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:	​	​	​	​	​	​	​
​	33. ​Ratification of Independent Registered Public Accounting Firm:	​	​	The Audit Committee has selected KPMG LLP to serve as the Company’s independent registered public accounting firm for Reliance for 2016.2022. KPMG LLP has served in this role since 2008. AtWe are asking our stockholders to ratify this selection at the Annual Meeting, stockholders will beMeeting.	​	​	FOR​	​	​	19	​
​	​	​	​	STOCKHOLDER PROPOSAL REGARDING CHANGES TO THE COMPANY’S PROXY ACCESS BYLAW:	​	​	​	​	​	​	​
​	4​	​	​	Stockholders are being asked to ratify and approve this selection. See page 12. consider a stockholder proposal requesting that the Board amend the Company’s proxy access bylaw to allow an unlimited number of stockholders to aggregate their shares to meet the stockholder ownership threshold.	​	FOR
​	AGAINST​	​	​	21	​

6

13      2022 PROXY STATEMENT

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