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
Summary Compensation Table
For the three Fiscal Years Ended December 31, 2024, 2023 and 2022
| Name and PrincipalPosition | Year | Salary($)(1) | Bonus($)(2) | StockAwards($)(3) | OptionAwards($) | Non-EquityIncentive PlanCompensation($)(4) | Change inPensionValueandNonqualifiedDeferredCompensationEarnings($)(5) | All OtherCompensation($)(6) | Total($) |
|---|---|---|---|---|---|---|---|---|---|
| Edward J. Lehner | 2024 | 1,200,000 | — | 3,685,000 | — | — | — | 78,050 | 4,963,050 |
| President & CEO | 2023 | 1,150,000 | — | 4,001,800 | — | 1,250,480 | — | 73,968 | 6,476,248 |
| 2022 | 1,037,500 | 1,200,000 | 3,852,200 | — | 2,750,000 | — | 58,412 | 8,898,112 | |
| James J. Claussen | 2024 | 472,500 | — | 1,172,500 | — | — | — | 36,963 | 1,681,963 |
| EVP & CFO | 2023 | 461,250 | — | 1,273,300 | — | 295,426 | — | 50,897 | 2,080,873 |
| 2022 | 437,500 | — | 1,225,700 | — | 675,000 | — | 52,922 | 2,391,122 | |
| Michael J. Burbach | 2024 | 494,000 | — | 2,580,062 | — | — | — | 38,686 | 3,112,748 |
| Former COO | 2023 | 484,500 | — | 1,273,300 | — | 308,869 | 3,512 | 38,600 | 2,108,781 |
| 2022 | 462,500 | — | 1,225,700 | — | 712,500 | — | 32,054 | 2,432,754 | |
| Mark S. Silver | 2024 | 456,750 | — | 837,500 | — | - | — | 31,429 | 1,325,679 |
| EVP, General Counsel & | 2023 | 445,875 | — | 909,500 | — | 266,540 | — | 29,573 | 1,651,488 |
| Chief Human Resources Officer | 2022 | 423,800 | — | 787,950 | — | 609,000 | — | 24,986 | 1,845,736 |
| John E. Orth | 2024 | 360,360 | — | 586,250 | — | — | — | 27,759 | 974,369 |
| EVP, Operations | 2023 | 353,430 | — | 636,650 | — | 195,270 | — | 25,712 | 1,211,062 |
| 2022 | 330,750 | — | 525,300 | — | 450,450 | — | 22,564 | 1,329,064 |
(1)
Base salary increases, if any, were implemented during the year; therefore, amounts shown in this column may not exactly match the base salaries disclosed as 2024 base salaries in the CD&A. For additional information on base salaries, please see “Compensation Discussion and Analysis - 2024 Base Salaries” above on page 41.
(2)
The amount in this column reflects a discretionary, one-time bonus awarded to Mr. Lehner, which is subject to forfeiture in the event his employment with the Company terminates due to a voluntary resignation or an involuntary resignation for “cause” prior to December 31, 2025 but otherwise was fully earned upon grant in 2022. For additional information regarding Mr. Lehner’s bonus see “- Compensation Discussion and Analysis – AIP and Discretionary Bonuses”, above on page 42.
(3)
The amounts in this column reflect the aggregate grant date fair values of the RSUs and the PSUs awarded to the named executive officers on March 31, 2024, and the one-time grant of RSUs and PSUs made to Mr. Burbach pursuant to the terms of his Retirement, Transition and Release Agreement on December 19, 2024, in each case, under the 2024 LTIP, as further described above under “Long-Term Incentive Plan (“LTIP”),” on page 45, and below under “Grants of Plan-Based Awards,” on page 54. The grant date fair value of these awards was computed in accordance with FASB ASC Topic 718 and the per-unit grant date fair value of each award was determined to be the closing price per share of our common stock on the day of grant. This determination with respect to the PSUs assumes that the PSUs will be earned at target performance levels, which is also the highest level of performance for such awards, and is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date. For additional information, including a discussion of theassumptions used to calculate these values, please see Note 11 of the Consolidated Financial Statements contained in our Fiscal Year 2024 Annual Report on Form 10-K. The amount for Mr. Burbach reflects the sum of (i) the original grant fair value of the following stock and option awards: (a) 2024 March RSU Award - $276,375, (b) 2024 March PSU Award - $561,125, (c) 2024 December RSU Award - $65,307, and (d) 2024 December PSU Award $132,593, which in the aggregate equals $1,035,400 plus (ii) the incremental fair value of the following modified stock awards as of December 31, 2024: (a) 2022 RSU Award - $71,264, (b) 2022 PSU Award – $434,060, (c) 2023 RSU Award – $142,527, (d) 2023 PSU Award - $434,060, (e) 2024 March RSU Award - $152,708, and (f) 2024 March PSU Award - $310,043, which equals $1,178,162. Pursuant to the Retirement, Transition and Release Agreement entered into with Mr. Burbach on October 29, 2024, which is described in more detail below, Mr. Burbach’s outstanding stock awards were modified to remove the continued employment condition to vest and the exercisability of his stock options was extended through the expiration date, and as a result, the table above includes the incremental fair value of his modified awards as of his December 31, 2024 retirement date, determined in accordance with FASB ASC 718.
(4)
The amounts reported as earned in this column represent the amounts earned by each named executive officer under our 2024 AIP. For additional information regarding our 2024 AIP see “- Compensation Discussion and Analysis – Annual Bonus – 2024 Annual Incentive Plan”, above on page 42.
(5)
For 2024, there was a decrease in the actuarial present value of Mr. Burbach accumulated benefits under our pension plans. Due to a increase in the discount rate used in the actuarial present value calculation over the prior fiscal year-end measurement date, the value of Mr. Burbach’s accumulated benefits decreased by $44,076. For additional information, see “- Compensation Discussion and Analysis – Retirement Benefits – Qualified Pension Plan and Nonqualified Pension Plan,” above on page 50. For 2024, our named executive officers did not earn any above-market or preferential earnings on any deferred compensation. For additional information regarding our nonqualified savings plan, see “Nonqualified Savings Benefits” below on page 61.
(6)
The amounts reported as earned in this column represent the following for 2024 for:
Mr. Lehner. $17,252 of matching contributions under our 401(k) Plan, $4,902 for life insurance premiums for coverage in excess of $50,000, $55,796 for dividend equivalents in respect of unvested RSUs delivered in connection with dividends declared in 2024, and $100 for an annual physical.
Mr. Claussen. $17,256 of matching contributions under our 401(k) Plan, $1,819 for life insurance premiums for coverage in excess of $50,000, $17,788 for dividend equivalents in respect of unvested RSUs delivered in connection with dividends declared in 2024, and $100 for an annual physical.
Mr. Burbach. $17,250 of matching contributions under our 401(k) Plan, $5,473 for life insurance premiums for coverage in excess of $50,000, $15,913 for dividend equivalents in respect of unvested RSUs delivered in connection with dividends declared in 2024, and $50 for an annual physical.
Mr. Silver. $17,243 of matching contributions under our 401(k) Plan, $1,755 for life insurance premiums for coverage in excess of $50,000, $12,281 for dividend equivalents in respect of unvested RSUs delivered in connection with dividends declared in 2024, and $50 for an annual physical.
Mr. Orth. $16,557 of matching contributions under our 401(k) Plan, $2,533 for life insurance premiums for coverage in excess of $50,000, $8,569 for dividend equivalents in respect of unvested RSUs delivered in connection with dividends declared in 2024, and $100 for an annual physical.
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