Ryerson Holding Corp
For the period ended Apr 17, 2025. Filed Mar 5, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2025 · Filed Mar 5, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Ryerson Holding Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials:
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Ryerson 2025 Proxy Statement
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
Notice of Annual Stockholders’ Meeting
Thursday, April 17, 2025, 2:00 p.m. Central Daylight Time
Virtual Meeting via a live audio-only webcast at www.proxydocs.com/RYI
March 5, 2025
To our Stockholders:
You are cordially invited to the 2025 annual meeting of stockholders of Ryerson Holding Corporation scheduled to be held on Thursday, April 17, 2025, at 2:00 p.m. Central Daylight Time via a live audio-only webcast at www.proxydocs.com/RYI. There is no physical location for the 2025 annual meeting. At the meeting, we will consider:
The election of the two directors named in this Proxy Statement;
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025;
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); and
Such other business as may properly come before the meeting.
Stockholders who owned shares of our stock at the close of business on February 28, 2025 can vote on these proposals.
Our 2025 annual meeting of stockholders will be a virtual meeting. In order to attend the annual meeting, you must register in advance at www.proxydocs.com/RYI. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions.
Your vote is important regardless of the number of shares of stock you own. Whether you plan to attend or not, please review our proxy materials and request a proxy card to sign, date and return, or submit your voting instructions by telephone or through the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). Instructions for each type of voting are included in the Notice that you received and in this proxy statement. If you plan to attend the meeting and prefer to vote at that time, you may do so. If you hold your shares through a broker, bank, or other institution, please be sure to follow the voting instructions that you receive from the holder. The holder will not be able to vote your shares on any of the proposals except the ratification of the appointment of KPMG LLP unless you have provided voting instructions.
Mark S. Silver
Executive Vice President, General Counsel & Chief Human Resources Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THESTOCKHOLDER MEETING TO BE HELD ON APRIL 17, 2025: THIS PROXY STATEMENT AND THEANNUAL REPORT ARE AVAILABLE AT http://www.proxydocs.com/RYI.
RYERSON HOLDING CORPORATION
Table of Contents
| RYERSON HOLDING CORPORATION | 1 | COMPENSATION COMMITTEE REPORT | 32 | |
|---|---|---|---|---|
| ANNUAL MEETING INFORMATION | 2 | DIRECTOR COMPENSATION | 33 | |
| Who May Vote? | 2 | EXECUTIVE OFFICERS | 35 | |
| Who May Attend the Meeting? | 2 | Biographies | 35 | |
| What Am I Voting On? | 2 | EXECUTIVE COMPENSATION | 37 | |
| How Do I Vote? | 2 | Compensation Discussion and Analysis | 37 | |
| Stockholders of Record | 3 | Overview | 37 | |
| Stockholders of Record Can Vote By: | 3 | Executive Compensation Philosophy | 37 | |
| Stock Held in Street Name | 3 | Consideration of Results of Advisory Vote on Executive Compensation | 38 | |
| What If I Do Not Provide Voting Instructions? | 3 | |||
| Can I Revoke or Change My Vote? | 4 | Determination of Compensation | 38 | |
| Who Are the Proxies and What Do They Do? | 4 | Use of Peer Groups for Compensation Matters | 39 | |
| Is My Vote Confidential? | 4 | Components of Compensation | 39 | |
| What Is the Quorum Requirement for the Annual Meeting? | 4 | Relationship Among the Different Components of Compensation | 40 | |
| How Are Abstentions, Withheld Votes and Broker Non-Votes Treated? | 4 | |||
| Base Salary | 40 | |||
| What Vote Is Required to Approve a Proposal? | 5 | 2024 Base Salaries | 41 | |
| Who Solicits Proxies and How Are They Paid? | 5 | Annual Bonus | 41 | |
| How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials? | 5 | 2024 Annual Incentive Plan | 42 | |
| Actual Payout under the 2024 AIP | 43 | |||
| ITEMS YOU MAY VOTE ON | 6 | AIP and Discretionary Bonuses | 44 | |
| 1. Election of Directors | 6 | Long-Term Incentive Plan | 44 | |
| 2. Ratification of the Appointment of Independent Registered Public Accounting Firm | 7 | 2024 LTIP – Type of Equity Granted and Performance Metrics | 45 | |
| 3. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers | 9 | Restricted Stock Units | 45 | |
| Performance Units | 45 | |||
| 4. Such Other Business as May Properly Come Beforethe Annual Meeting | 9 | PSU Performance Objectives | 46 | |
| Determining PSUs Earned and Award Range | 46 | |||
| BOARD OF DIRECTORS | 10 | Nonqualified Stock Options | 47 | |
| Composition of the Board of Directors | 10 | NSOs Performance Objectives | 47 | |
| Terms and Classes of Directors | 10 | Named Executive Officer 2024 LTIP Awards | 48 | |
| Board Diversity | 11 | Retirement Benefits | 49 | |
| Director Skills & Experience | 12 | Nonqualified Savings Plan | 49 | |
| Biographies | 13 | Supplemental Pension Plan | 50 | |
| Meetings of the Board and Board Committees | 18 | Perquisites and Other Benefits | 50 | |
| CORPORATE GOVERNANCE MATTERS | 19 | Employment Agreements | 50 | |
| Board Leadership Structure | 19 | Compensation Risk Management | 50 | |
| Director Independence | 19 | Tax Considerations and Deductibility of Compensation | 50 | |
| BOARD OVERSIGHT OF RISK | 21 | Executive Stock Ownership Guidelines | 51 | |
| Enterprise Risk Management | 21 | Prohibition on Speculative Stock Transactions | 51 | |
| Committee Roles | 22 | Clawback Policy | 51 | |
| Internal Audit | 22 | Recommendation | 51 | |
| Governance Guidelines and Committee Charters | 22 | COMPENSATION TABLES | 52 | |
| Code of Ethics | 23 | Summary Compensation Table | 52 | |
| Board Education | 23 | Grants of Plan-Based Awards | 53 | |
| Communications with the Board | 23 | Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards | 54 | |
| BOARD COMMITTEES | 24 | |||
| EXECUTIVE COMMITTEE | 24 | Employment Agreements | 54 | |
| TRANSACTION COMMITTEE | 24 | Outstanding Equity Awards at Fiscal Year-End | 57 | |
| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | 24 | 2024 Option Exercises and Stock Vested | 57 | |
| Pension Benefits | 59 | |||
| Process for Selecting Directors | 25 | Nonqualified Savings Benefits | 60 | |
| AUDIT COMMITTEE | 25 | Potential Payments Upon Termination or Change in Control | 60 | |
| Audit, Audit-related and Other Non-Audit Services | 27 | Pay Ratio | 62 | |
| Pre-approval Policies | 27 | Pay Versus Performance | 62 | |
| Other Policies | 27 | Compensation Actually Paid | 65 | |
| AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTS RECOMMENDATION | 28 | Cumulative TSR vs Peer Group TSR: | 66 | |
| STOCK OWNERSHIP | 67 | |||
| COMPENSATION COMMITTEE | 29 | Directors and Executive Officers | 67 | |
| Committee Resources and Authority | 30 | Ownership of More Than 5% of Ryerson Stock | 68 | |
| Compensation Committee Interlocks and Insider Participation | 31 | RELATED PARTY TRANSACTIONS | 69 | |
| Investor Rights Agreement | 69 | |||
RYERSON 2025 Proxy Statement| i
| Policies and Procedures Regarding Transactions with Related Persons | 70 | APPENDIX A | A-1 |
|---|---|---|---|
| Non-GAAP Financial Information for Compensation Discussion and Analysis · A-1 | |||
| OTHER INFORMATION | 71 | ||
| Stockholder Proposals and Director Nominations for the 2026 Annual Meeting | 71 | Reconciliation of Net income to Adjusted EBITDA,excluding LIFO and Managerial Controllable Free Cash Flow, non-GAAP measures | A-1 |
| Stockholder Nominations for Directors | 71 | ||
RYERSON 2025 Proxy Statement| ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.