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
Contents
Process for Selecting Directors
The Governance Committee solicits and receives recommendations for potential director candidates from shareholders, management, directors, professional search firms and other sources. In selecting or recommending candidates to serve as directors, the Governance Committee takes into consideration the following criteria as approved by the Board, and as modified by the Board from time to time, and such other factors as it deems appropriate:
High personal and professional ethics, values and integrity;
Education, skill and experience that the Board deems relevant and useful, including whether such attributes or background would contribute to the diversity of the Board as a whole;
Diversity, including, but not limited to race, ethnicity, gender, LGBTQ+, etc. that the Board deems relevant and useful, including whether such factors would contribute to the diversity of the Board as a whole;
Ability and willingness to serve on any committees of the Board; and
Ability and willingness to commit adequate time to the proper functioning of the Board and its committees.
The Governance Committee is committed to identifying qualified prospective director candidates that will serve the best interests of the Company and its shareholders. In order to maximize the results of its search for qualified candidates, the Governance Committee may solicit referrals from other members of the board, management and other sources, including third-party recommendations. In 2023 and again in 2024, the Company at the direction of the Governance Committee engaged a third-party search firm to identify quality candidates. The Chair of the Governance Committee and members of the Company’s senior management have also attended NYSE’s Board Networking Summit in an effort to identify quality candidates.
Once it determines that a candidate possess the qualities, professional experience and other attributes that it deems valuable for the needs of the current board, the Governance Committee and senior-level Company personnel vet the candidate by conducting extensive interviews and in-depth background checks, including soliciting opinions about the candidate from third parties.
The Governance Committee will consider all candidates recommended by the Company’s stockholders in accordance with the Company’s Bylaws. For additional information, see “Stockholder Nominations for Directors,” below on page 73.
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