Ryerson Holding Corp
For the period ended Apr 30, 2026. Filed Mar 18, 2026.
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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 30, 2026 · Filed Mar 18, 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 2026 Proxy Statement
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
Notice of Annual Stockholders’ Meeting
Thursday, April 30, 2026, 4:00 p.m. Central Daylight Time
Virtual Meeting via a live audio-only webcast at www.proxydocs.com/RYZ
March 18, 2026
To our Stockholders:
You are cordially invited to the 2026 annual meeting of stockholders of Ryerson Holding Corporation scheduled to be held on Thursday, April 30, 2026, at 4:00 p.m. Central Daylight Time via a live audio-only webcast at www.proxydocs.com/RYZ. There is no physical location for the 2026 annual meeting. At the meeting, we will consider:
The election of the three directors named in this Proxy Statement;
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026;
Approval of the Third Amended and Restated Ryerson Holding Corporation 2014 Omnibus Incentive Plan;
An amendment to our restated certificate of incorporation to provide for officer exculpation as permitted by Delaware Law;
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 March 13, 2026 can vote on these proposals.
Our 2026 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/RYZ. 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, Chief Legal & Risk Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THESTOCKHOLDER MEETING TO BE HELD ON APRIL 30, 2026: THIS PROXY STATEMENT AND THEANNUAL REPORT ARE AVAILABLE AT http://www.proxydocs.com/RYZ.
Table of Contents
| RYERSON HOLDING CORPORATION | 1 | Other Policies | 42 | |
|---|---|---|---|---|
| ANNUAL MEETING INFORMATION | 2 | AUDIT COMMITTEE REPORT – FINANCIAL STATEMENTSRECOMMENDATION | 43 | |
| Who May Vote? | 2 | |||
| Who May Attend the Meeting? | 2 | COMPENSATION COMMITTEE | 44 | |
| What Am I Voting On? | 2 | Committee Resources and Authority | 45 | |
| How Do I Vote? | 3 | Compensation Committee Interlocks and InsiderParticipation | 45 | |
| Stockholders of Record | 3 | |||
| Stockholders of Record Can Vote By: | 3 | COMPENSATION COMMITTEE REPORT | 46 | |
| Stock Held in Street Name | 3 | DIRECTOR COMPENSATION | 47 | |
| What If I Do Not Provide Voting Instructions? | 4 | Director Compensation Table | 48 | |
| Can I Revoke or Change My Vote? | 4 | Fiscal 2026 Changes to the Director CompensationProgram | 48 | |
| Who Are the Proxies and What Do They Do? | 4 | |||
| Is My Vote Confidential? | 4 | EXECUTIVE OFFICERS | 50 | |
| What Is the Quorum Requirement for the Annual Meeting? | 4 | Biographies | 50 | |
| How Are Abstentions, Withheld Votes and Broker Non-Votes Treated? | 5 | EXECUTIVE COMPENSATION | 52 | |
| Compensation Discussion and Analysis | 52 | |||
| What Vote Is Required to Approve a Proposal? | 5 | Overview | 52 | |
| Who Solicits Proxies and How Are They Paid? | 5 | Executive Transition | 52 | |
| How Do You Determine Whether I Get One or More Paper Copies of the Proxy Materials? | 5 | Executive Compensation Philosophy | 52 | |
| Objectives | 53 | |||
| ITEMS YOU MAY VOTE ON | 7 | Principles | 53 | |
| 1. Election of Directors | 7 | Advisory Vote on Executive Compensation | 53 | |
| 2. Ratification of the Appointment of Independent Registered Public Accounting Firm | 8 | Determination of Compensation | 53 | |
| Use of Peer Groups for Compensation Matters | 54 | |||
| 3. Approval of the Third Amended and Restated Ryerson Holding Corporation 2014 Omnibus Incentive Plan | 10 | Components of Compensation | 55 | |
| Relationship Among the Different Components of Compensation | 55 | |||
| 4. Amendment to our Restated Certificate of Incorporationto Provide for Officer Exculpation as Permitted by Delaware Law | 20 | |||
| Base Salary | 56 | |||
| 2025 Base Salaries | 57 | |||
| 5. Non-Binding, Advisory Vote on the Compensation of Our Named Executive Officers | 22 | Annual Bonus | 57 | |
| 2025 Annual Incentive Plan | 58 | |||
| 6. Such Other Business as May Properly Come Beforethe Annual Meeting | 22 | Actual Payout under the 2025 AIP | 59 | |
| 2025 AIP and Discretionary Bonuses | 60 | |||
| BOARD OF DIRECTORS | 23 | Long-Term Incentive Plan | 60 | |
| Composition of the Board of Directors | 23 | 2025 LTIP – Type of Equity Granted and Performance Metrics | 61 | |
| Terms and Classes of Directors | 23 | |||
| Board Diversity | 24 | Restricted Stock Units | 61 | |
| Director Skills & Experience | 25 | Performance Units | 62 | |
| Biographies | 27 | PSU Performance Objectives | 62 | |
| Nominees for Director | 27 | Determining PSUs Earned and Award Range | 63 | |
| Continuing Directors | 29 | |||
| Meetings of the Board and Board Committees | 33 | PSU Grant Achievement | 64 | |
| CORPORATE GOVERNANCE MATTERS | 34 | Nonqualified Stock Options | 64 | |
| Board Leadership Structure | 34 | Named Executive Officer 2025 LTIP Awards | 65 | |
| Director Independence | 35 | Retirement Benefits | 65 | |
| BOARD OVERSIGHT OF RISK | 36 | Qualified Savings Plans | 65 | |
| Enterprise Risk Management | 36 | Nonqualified Savings Plan | 65 | |
| Committee Roles | 37 | Perquisites and Other Benefits | 66 | |
| Internal Audit | 37 | Employment Agreements | 66 | |
| Governance Guidelines and Committee Charters | 37 | Compensation Risk Management | 66 | |
| Code of Ethics | 38 | Tax Considerations and Deductibility of Compensation | 66 | |
| Board Education | 38 | Director & Executive Stock Ownership Guidelines | 66 | |
| Board Self-Evaluation | 38 | Prohibition on Speculative Stock Transactions | 67 | |
| Communications with the Board | 38 | Clawback Policy | 67 | |
| BOARD COMMITTEES | 39 | Recommendation | 67 | |
| EXECUTIVE COMMITTEE | 39 | COMPENSATION TABLES | 68 | |
| TRANSACTION COMMITTEE | 39 | Summary Compensation Table | 68 | |
| NOMINATING AND CORPORATE GOVERNANCECOMMITTEE | 39 | Grants of Plan-Based Awards | 70 | |
| Narrative Relating to Summary Compensation Table and Grants of Plan-Based Awards | 71 | |||
| Process for Selecting Directors | 40 | |||
| AUDIT COMMITTEE | 40 | Employment Agreements | 71 | |
| Audit, Audit-related and Other Non-Audit Services | 42 | Outstanding Equity Awards at Fiscal Year-End | 75 | |
| Pre-approval Policies | 42 | 2025 Option Exercises and Stock Vested | 77 | |
RYERSON 2026 Proxy Statement| i
| Nonqualified Savings Benefits | 78 | OTHER INFORMATION | 90 |
|---|---|---|---|
| Potential Payments Upon Termination or Change inControl | 78 | Stockholder Proposals and Director Nominations for the 2027 Annual Meeting | 90 |
| Pay Ratio | 80 | Stockholder Nominations for Directors | 90 |
| Compensation Actually Paid | 83 | APPENDIX A | A-1 |
| Cumulative TSR vs Peer Group TSR: | 84 | Non-GAAP Financial Information for Compensation Discussion and Analysis | A-1 |
| STOCK OWNERSHIP | 85 | ||
| Directors and Executive Officers | 85 | Reconciliation of Net income to Adjusted EBITDA,excluding LIFO and Managerial Controllable Free Cash Flow, non-GAAP measures | A-1 |
| Ownership of More Than 5% of Ryerson Stock | 86 | ||
| Delinquent Section 16(a) Reports | 87 | ||
| RELATED PARTY TRANSACTIONS | 88 | APPENDIX B | B-1 |
| Investor Rights Agreement | 88 | APPENDIX C | C-1 |
| Policies and Procedures Regarding Transactions with Related Persons | 89 | ||
RYERSON 2026 Proxy Statement| ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.