Ryerson Holding Corp

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).

The first, second and third tranche of the 2021 NSO grants, representing a total of 60% of the overall grant, have already vested, and the fourth tranche, representing 40% of the overall grant, will vest on March 31, 2025 as the average closing price of the Ryerson stock exceeded the target price during a consecutive forty-five day window during the corresponding vesting-year as set forth in the schedule below. 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.

(1)

Because the options will become fully vested on March 31, 2025, the opportunity to satisfy the target price of $26.57 during the period of April 1, 2025 through March 31, 2026 in Year 5 is no longer necessary.

(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.

(5)

Year 4 achievement occurred from April 1, 2024 - June 3, 2024, when the average forty-five day closing price was $24.15.