Ryerson Holding Corp
For the period ended Apr 17, 2025. Filed Mar 5, 2025.
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Apr 17, 2025 · Filed Mar 5, 2025
Contents
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, 2023 and 2024 calendar years.
| Value of Initial Fixed $100 Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO(1)($) | Compensation Actually Paid toPEO(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)($) | Net Income(6)($ in millions) | Adj. EBITDA excl. LIFO(7)($ in millions) |
| 2024 | $4,963,050 | $394,388 | $1,773,690 | $241,286 | $171.83 | $219.96 | (8.6) | 114.1 |
| 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.
(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 SCTTotal (iii) | Additions to SCTTotal (iv) | CAP |
| 2024 | $1,200,000 | $0 | $78,050 | $4,963,050 | -$3,685,000 | -$883,662 | $394,388 |
| 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 SCTTotal (i)(iii) | Additions to SCTTotal (iv) | CAP |
| 2024 | $445,903 | $0 | $33,709 | $1,773,690 | -$1,294,078 | -$238,326 | $241,286 |
| 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, March 31, 2023, and March 31, 2024, vested at the closing price per share of our common stock of $5.32, $17.04, $35.02, $36.38, and $33.50 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 2021 AIP payout threshold were established before the onset of Covid. Since Covid caused the Company's financial performance to fall below the 2021 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 | 2024 | 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 | $(3,685,000) | $(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 | $2,036,100 | $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 | $(2,838,927) | $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 | $(80,836) | $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 | $(4,568,663) | $1,398,089 | $1,226,049 | $3,594,107 | $656,697 |
| Adjustments to Determine Compensation "Actually Paid" for Non-CEO NEOs | 2024 | 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 | $(1,294,078) | $(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 | $474,319 | $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 | $(707,387) | $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 | $(5,257) | $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 | $(1,532,404) | $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 31 st 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 31 st 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, 2023 and 2024 average compensation are: 2022, 2023 and 2024: 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. Mr. Burbach retired effective December 31, 2024.
(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)
Reflects “Net Income” in our consolidated statements of income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020.
(7)
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.