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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

RYZ$27.60+3.8%Stored close · as of Nov 6, 2026
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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 CORPORATION1COMPENSATION COMMITTEE REPORT32
ANNUAL MEETING INFORMATION2DIRECTOR COMPENSATION33
Who May Vote?2EXECUTIVE OFFICERS35
Who May Attend the Meeting?2Biographies35
What Am I Voting On?2EXECUTIVE COMPENSATION37
How Do I Vote?2Compensation Discussion and Analysis37
Stockholders of Record3Overview37
Stockholders of Record Can Vote By:3Executive Compensation Philosophy37
Stock Held in Street Name3Consideration of Results of Advisory Vote on Executive Compensation38
What If I Do Not Provide Voting Instructions?3
Can I Revoke or Change My Vote?4Determination of Compensation38
Who Are the Proxies and What Do They Do?4Use of Peer Groups for Compensation Matters39
Is My Vote Confidential?4Components of Compensation39
What Is the Quorum Requirement for the Annual Meeting?4Relationship Among the Different Components of Compensation40
How Are Abstentions, Withheld Votes and Broker Non-Votes Treated?4
Base Salary40
What Vote Is Required to Approve a Proposal?52024 Base Salaries41
Who Solicits Proxies and How Are They Paid?5Annual Bonus41
How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials?52024 Annual Incentive Plan42
Actual Payout under the 2024 AIP43
ITEMS YOU MAY VOTE ON6AIP and Discretionary Bonuses44
1. Election of Directors6Long-Term Incentive Plan44
2. Ratification of the Appointment of Independent Registered Public Accounting Firm72024 LTIP – Type of Equity Granted and Performance Metrics45
3. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers9Restricted Stock Units45
Performance Units45
4. Such Other Business as May Properly Come Beforethe Annual Meeting9PSU Performance Objectives46
Determining PSUs Earned and Award Range46
BOARD OF DIRECTORS10Nonqualified Stock Options47
Composition of the Board of Directors10NSOs Performance Objectives47
Terms and Classes of Directors10Named Executive Officer 2024 LTIP Awards48
Board Diversity11Retirement Benefits49
Director Skills & Experience12Nonqualified Savings Plan49
Biographies13Supplemental Pension Plan50
Meetings of the Board and Board Committees18Perquisites and Other Benefits50
CORPORATE GOVERNANCE MATTERS19Employment Agreements50
Board Leadership Structure19Compensation Risk Management50
Director Independence19Tax Considerations and Deductibility of Compensation50
BOARD OVERSIGHT OF RISK21Executive Stock Ownership Guidelines51
Enterprise Risk Management21Prohibition on Speculative Stock Transactions51
Committee Roles22Clawback Policy51
Internal Audit22Recommendation51
Governance Guidelines and Committee Charters22COMPENSATION TABLES52
Code of Ethics23Summary Compensation Table52
Board Education23Grants of Plan-Based Awards53
Communications with the Board23Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards54
BOARD COMMITTEES24
EXECUTIVE COMMITTEE24Employment Agreements54
TRANSACTION COMMITTEE24Outstanding Equity Awards at Fiscal Year-End57
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE242024 Option Exercises and Stock Vested57
Pension Benefits59
Process for Selecting Directors25Nonqualified Savings Benefits60
AUDIT COMMITTEE25Potential Payments Upon Termination or Change in Control60
Audit, Audit-related and Other Non-Audit Services27Pay Ratio62
Pre-approval Policies27Pay Versus Performance62
Other Policies27Compensation Actually Paid65
AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTS RECOMMENDATION28Cumulative TSR vs Peer Group TSR:66
STOCK OWNERSHIP67
COMPENSATION COMMITTEE29Directors and Executive Officers67
Committee Resources and Authority30Ownership of More Than 5% of Ryerson Stock68
Compensation Committee Interlocks and Insider Participation31RELATED PARTY TRANSACTIONS69
Investor Rights Agreement69

RYERSON 2025 Proxy Statement| i

Policies and Procedures Regarding Transactions with Related Persons70APPENDIX AA-1
Non-GAAP Financial Information for Compensation Discussion and Analysis · A-1
OTHER INFORMATION71
Stockholder Proposals and Director Nominations for the 2026 Annual Meeting71Reconciliation of Net income to Adjusted EBITDA,excluding LIFO and Managerial Controllable Free Cash Flow, non-GAAP measuresA-1
Stockholder Nominations for Directors71

RYERSON 2025 Proxy Statement| ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.